my little phantom friendship is spooky
by etrigan the demon
Summary: the show of my little pony with danny phantom in it no dp universe pairing decided
1. Chapter 1

**Hello, I'm etrigan the demon. If you have read my other story, you might like this one. Chapter One explanations enjoy!**

Hi, I'm Phantom Fan 21 and I'm help Etrigan with his stories. This story is base off of first season of MLP:FIM. Now here a twist, Danny Phantom is going to be in it and both him and Twilight are siblings! So there no DP universe. I don't know if the other DP characters are going to be in but me and Etrigan will work it out.

* * *

**phantom was a strange pony startling everyone as he can see and speak to the dead his coat white with black hooves and a black mane and tail**

**Chapter 1 Narrator Pov,**

_Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together, and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at dawn; the younger brought out the moon to begin the night. Thus, the two sisters maintained balance for their kingdom and their subjects, all the different types of ponies. But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night. One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Nightmare Moon._

_She vowed that she would shroud the land in eternal night. Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: the Elements of Harmony. Using the magic of the Elements of Harmony, she defeated her younger sister, and banished her permanently in the moon. The elder sister took on responsibility..._

** Twilight's Pov,**

_'f__or both sun and moon __and harmony has been maintained in Equestria for generations since.'_ I read from the book along side my younger brother Phantom.

Phantom was a white unicorn with a black mane and tail with icy blue eyes and an cutie with a moon that had three stars over it.

"Hmm... Elements of Harmony. I know I've heard of those before... but where?" I ask out loud.

"Does that mean we are going back to the Castle?" Phantom ask me.

* * *

**Danny or Phantom Pov,**

Both me and Twilight ran to the castle as fast as we could. I don't know why we didn't teleport there but once Twilight get her mind on something it stays. We soon came to a few unciorns that we both knew. The one name Twinkleshine also spotted us and stop us as well.

"There you are, Twilight and Phantom!," She said, "Moondancer is having a little get-together in the west castle courtyard. You wanna come?"

I was more then happy to go but Twilight had other plans.

"Oh, sorry, girls... We've got a lot of studying to catch up on." Twilight said and ran off.

I follow her but not before hearing Twinkleshine said, "Does that pony do anything except study? I think she's more interested in books than friends."

I follow after Twilight, hearing her say, "I know I've heard of the Elements of Harmony." before reaching the castle.

"Twi? I understand the name sounds familiar but you can't keep doing this." I said as she open the door.

"Spike! Spi-ike! Spike?" She call out, ignoring me.

We both turn to see an purple dragon with green spines running on his back and a red box on his tail that I believe was a present.

"There you are. Quick, find me that old copy of _Predictions and Prophecies_.", She said before notices the present, "What's that for?"

"Well, it _was_ a gift for Moondancer, but..." Spike started to say.

"We came in and made you land on it." I finish for him.

Both me and Twilight saw Spike as an little brother, though I'm younger then Twilight. About one year apart.

"Oh Spike, you know we don't have time for that sort of thing." Twilight said.

"Yes we do." I groan and watch as Twilight take every book she found.

"But we're on a break!" Spike complain.

"No, no, no... no, no, no! _Spike_!" She shouted as I walk up to help her.

"It's over here!" Spike call from the top of a ladder.

Twilight took the book in her magic and made Spike fall from the ladder. I quickly caught him and place all the books Twilight got away before joining her.

"Ah! _Elements_, _Elements_, E, E, E... Aha! _Elements of Harmony, see: Mare in the Moon_?" Twilight said confuse after reading what was found.

"_Mare in the Moon?_" I repeated.

"_Mare in the Moon_? But that's just an old ponies' tale." Spike said.

"You never know Spike. One story can lean to another." I said as Twilight turn to the page that explain the about the Mare in the Moon.

"Mare, mare... aha! _The Mare in the Moon, myth from olden pony times. A powerful pony who wanted to rule Equestria, defeated by the Elements of Harmony and imprisoned in the moon. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal!_" Twilight read then gasp. "Spike! Do you know what this means?"

"No.", He said before getting knock down again, "Ow."

I once more help him up and heard Twilight say, "Take a note please, to the Princess."

I groan. Princess Celestia was Twilight teacher and mentor. The princess has agree to let me stay with Twilight after discover that I had two cutie marks but my main one always stay and my other only show if I use my other magic. Still there was something about this that made me wounder. Is the Mare in the Moon a true tale?

"Okie dokie." Spike said and took out a quill and a scroll.

"_My dearest teacher, my continuing studies of pony magic have led me to discover that we are on the precipice of disaster!" _Twilight said as Spike word it down.

"Hold on. Preci... preci..." He try to write.

I couldn't help but to chuckle at that, Spike always had trouble writing big words.

"Threshold." Twilight said hoping that would help.

"Threh..." Spike said again as I started to laugh.

"Uh, brink? Ugh, that something really bad is about to happen!", Twilight yell, giving Spike a better way to to explain, _"For you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she's about to return to Equestria, and bring with her eternal night! Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle."_

I sigh, I really did not like this.

"Twilight Sparkle. Got it!" Spike said as he wrote down Twilight name.

"Great! Now send it." She said.

"Now?" Spike ask.

"Of course!" Twilight said.

"Twilight, you know that the Summer Sun Celebration coming up and it's like, the day after tomorrow." I said, knowing that Celestia would be busy getting ready for it.

"That's just it, Phantom. The day after tomorrow is the thousandth year of the Summer Sun Celebration! It's imperative that the Princess is told right away!" Twilight said as I sigh.

"Impera... impera..." Spike try to say.

"_Important!" _We both yell making him fall back.

"Okay, okay!", He said and stood up. He blew his green fire on the scroll and it was on it way, "There, it's on its way. But I wouldn't hold your breath..."

"Oh, I'm not worried, Spike. The Princess trusts me completely. In all the years she's been my mentor she's never once doubted me." Twilight said as I face hoof.

Spike soon blech up a scroll and I said, "That was fast."

"See? I knew she would want to take immediate action." Twilight said as I roll my eyes.

Spike clear his throat and started to read, "_My dearest, most faithful student Twilight. You know that I value your diligence and that I trust you completely."_

"Mm-hm!" Twilight said proudly before what was read next took us both by surprise.

_"...but you simply must stop reading those dusty old books!" _Spike read.

"OK, didn't see that one coming." I said as Twilight gasp.

* * *

**3rd Person Pov,**

Twilight, Phantom, and Spike was on a chariot that was run by two royal guards.

_"My dear Twilight, there is more to a young pony's life than studying, so I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location: Ponyville. And, I have an even more essential task for you to complete: make some friends!" _Spike read fro another scroll.

_'I see that even Celestia wanted Twilight to make some friends.' _Phantom thought as Twilight groan.

"Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?" Spike said and Twilight started to beam.

"Yes, yes it does. You know why? Because I'm right! I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return." Twilight said.

"Then... when will you make friends, like the Princess said?" Spike ask.

"She _said_ to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends." Twilight said.

"Sounds like you're disobeying her orders." Phantom said.

"I am not!" Twilight shouted as they pull up to the place know as Ponyville.

They hop off and Twilight said to the guards, " Thank you sirs."

Phantom look around and saw it was a small town and had all three types of ponies. He look around some more as Spike and Twilight talk.

"Maybe the ponies in Ponyville have interesting things to talk about. Come on, Twilight, just try!" Spike said as an pink earth pony walk up to them.

"Um... hello?" Twilight said.

The pink earth pony made a weird gasp and ran off, leaving the three confuse.

"Well, that was interesting all right." Twilight said as Spike sigh and Phantom shook his head.

* * *

**Twilight Pov,**

"Summer Sun Celebration official overseer's checklist. Number one, banquet preparations: Sweet Apple Acres." Spike said as me and Phantom enter the so name place.

We both saw an orange earth pony with a blond mane and tail that was tried at the ends with three apples as her cutie mark and a hat on her head.

"Let's get this over with.", I said and walk to her, "Good afternoon. My name is Twilight Sparkle-"

I stop as the earth pony shook my hoof really fast.

"Well, howdy-doo, Miss Twilight, a pleasure makin' your acquaintance. I'm Applejack. We here at Sweet Apple Acres sure do like making new friends!" She said before letting go.

"Friends? Actually, I-" I said as Phantom stop me from shaking as Spike chuckle.

"So, what can I do you for?" Applejack ask.

"Well, I am in fact here to supervise preparations for the Summer Sun Celebration. And you're in charge of the food?" I said and ask.

"We sure as sugar are! Would you care to sample some?" Applejack answer then ask us.

"As long as it doesn't take too long..." I said before Applejack ring an triangle.

"_Soup's on, everypony!" _She shouted before a herd of earth ponies ran pass us and push us near a lone table.

We look around and saw there had to be over 50 of them.

"Now, why don't I introduce y'all to the Apple family?" Applejack said.

"Thanks, but I really need to hurry-" I said before Phantom place an apple in my mouth.

"This here's Apple Fritter. Apple Bumpkin. Red Gala. Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp...", She stop for a breath, "Big McIntosh, Apple Bloom and Granny Smith. Up'n'attem, Granny Smith, we got guests."

We turn to see an light green old mare sleeping in a rocking chair before she awoke up by Applejack voice.

"Wha..? Soup's on? I'm up, here I come, ahm comin'..." She said sleepy.

Soon all the Apples was looking at us.

"Nice to met you all. My name is Phantom. I'm Twilight younger brother." Phantom said.

"Why, I'd say you two are already part of the family!" Applejack said and I spit out the apple.

"Okay, well, I can see the food situation is handled, so we'll be on our way." I laugh nervously.

"Aren't you gonna stay for brunch?" Apple Bloom ask me.

"Sorry, but we have an awful lot to do..." I said.

The family made a disappointed sigh as Phantom gave me a sour look.

"...Fine." I said giving up.

* * *

**Phantom Pov,**

We left Sweet Apple Arcs with our bellies full. Though Applejack and her family went all out with Twilight.

"Food's all taken care of, next is weather." Spike said.

"Ugh... I ate too much pie..." Twilight groan.

"That what you get for turning them down." I told her as she glare at me.

"Hmm, there's supposed to be a Pegasus pony named Rainbow Dash clearing the clouds." Spike said.

Me and Twilight both look into the sky and saw it was very cloudy.

"Well, she's not doing a very good job, is she?" Twilight said before she was hit by a blur.

I turn to see Twilight and and Cyan pegasus with a rainbow mane and tail with a cloud that had a rainbow lighting bolt coming from it.

"Uh, 'scuse me?" She said, laughing sheepishly and got off of her.

I could now see that Twilight land right in a mud puddle and she was cover in mud. She glare up at the Pegasus who laugh even more sheepishly.

"Lemme help you." She said and fly off.

She came back with a rain cloud and pour all the water on her and left her really wet.

"Oops, I guess I overdid it." The pegasus said laughing ever more nervous.

" Um, uh, how about this? My very own patented Rain-Blow Dry!", She said and making a rainbow tornado, "No no. Don't thank me. You're quite welcome."

However, the action left my sister with a mess up mane and we both try to hold it in but we started laughing with Spike joining us a few seconds later.

"Let me guess. You're Rainbow Dash." Twilight ask a bit sourly.

"The one and only.", She said standing up, "Why, you heard of me?"

"I _heard_ you were supposed to be keeping the sky clear.", Twilight said then sigh, "I'm Twilight Sparkle and this is my younger bother Phantom, and the Princess sent us to check on the weather."

"Yeah, yeah, that'll be a snap. I'll do it in a jiffy. Just as soon as I'm done practicing." Rainbow said as she lay back on a cloud.

"Practicing for what?" I ask.

"The Wonderbolts!" Rainbow cheer happily, "They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!"

I smile, sounds like her dream, my was to travel into the stars.

"_The_ Wonderbolts?" Twilight ask.

"Yep!" Rainbow answer as if it was no big deal.

"The most talented flyers in _all_ of Equestria?" Twilight ask again.

"That them." Rainbow said happily.

"Pfft! Please. They'd never accept a Pegasus who can't even keep the sky clear for one measly day." Twilight said.

"I'm afraid she has an point." I agree.

"Hey, I could clear this sky in ten seconds flat." Rainbow said getting a little fed up.

"Prove it!" Twilight challenge her.

We watch as Rainbow shoot into the air and I started counting. We were well shock to see that Rainbow was living up to what she said. We watch as clouds left and right disappear from the sky.

"Loop the loop around, and wham! What'd I say? Ten. Seconds. Flat. I'd never leave Ponyville hanging." Rainbow Dash said as I thought I heard a sheep near by.

"You should see the look on your faces. Ha! You're a laugh, Twilight Sparkle. And so are you Phantom. I can't wait to hang out some more." Rainbow said and flew off

I like her. I thought watching her leave

"Wow, she's amazing!" Spike said before laughing at her mane again.

I shook my head chuckling as Twilight groan and walk away.

"Wait! It's kinda pretty once you get used to it!" Spike said as we rush to catch up.

* * *

**Twilight's Pov,**

We enter the Ponyville Town Hall and saw that everything was ready for the Celebration.

"Decorations. Beautiful..." I heard Spike said and look around.

"Yes, the decor is coming along nicely. This ought'a be quick. I'll be at the library in no time. Beautiful indeed." I said as Phantom nods.

"Not the decor, her!" Spike said pointing at a unicorn.

She had a white fur coat like Phantom's with a purple mane and tail that curl up at the end. She had three diamonds on her flank.

"No, no, no, oh! Goodness no." We hear her say as we watch her look through some ribbons.

"How are my spines? Are they straight?" Spike ask.

"Move it Dragon Boy." Phantom said and push him forward.

"Good afternoon-" I started to said before the mare over spoke me.

"Just a moment, please! I'm 'in the zone', as it were. Oh, yes! Sparkle always does the trick, does it not? Why, Rarity, you are a talent. Now, um, how can I help yo-", She suddenly gasp when she saw me, "Oh my stars, darling! Whatever happened to your coiffure?!"

"Oh, you mean my mane? Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair!" I said hoping that I can get out of there before she try to be friends with me.

"Out of _my_ hair? What about _your_ hair?!" Rarity said and started pushing me away from Town Hall.

"Wait! Where are we going?! Help!" I cry with Phantom following me while carry Spike, who had love sick all over his face.

We arrive at Rarity house which was also a Dress shop and she was putting me through tons of dresses as Phantom laugh.

"No, no, uh-uh. Too green. Too yellow. Too poofy. Not poofy enough. Too frilly. Too... shiny. Now go on, my dear. You were telling me where you're from." Rarity said after a few dresses.

"Me... and my... brother... been sent... from Canterlot... to-" I wheeze before I felt Rarity fling off my back.

"_Canterlot_?! Oh, I am so envious! The glamor, the sophistication! I have always dreamed of living there! I can't wait to hear all about it! We are gonna be the best of friends, you and I... _Emeralds_?! What _was_ I thinking? Let me get you some rubies!" She started before noticing some on her dress.

I took the chance to get out there.

"Quick! Before she decides to dye my coat a new color!" I said and Phantom follow right behind me carry Spike once more.

* * *

**Phantom's Pov,**

I was still chuckling at all the dresses Twilight was wearing while Spike was still in love sick mode.

"Wasn't she wonderful?" He ask.

"Focus, Casanova. What's next on the list?" Twilight said and ask.

"Oh, uh, music! It's the last one!" Spike said looking at it.

"Hey, I hear some right now." I said as music fill the air.

We soon came to where we saw an yellow pegasus with a light pink mane and tail and three pink butterflies on her flank. We listen to the song was pay by the birds on a near by tree.

"Oh my. Um, stop please, everyone, umm. Excuse me, sir? I mean, no offense, but your rhythm is just a teeny-tiny bit off. Now, follow me, please. A-one, a-two, a-one two three-" She said sounding very quite.

"Hello." Twilight said scaring her and the birds.

I face-hoof and walk up next to my sister.

"Oh my, I'm so sorry, I didn't mean to frighten your birds. I'm just here to check up on the music and it's sounding beautiful." Twilight said.

The Pegasus landed on the ground and kick her hoof on the ground.

_'She must be shy around new ponies' _I thought.

"I'm Twilight Sparkle." Twilight said.

"And I'm her brother, Phantom. What your name?" I said and ask.

"Um... I'm Fluttershy." She said very quiet.

"I'm sorry, what was that?" Twilight ask.

"Um... My name is Fluttershy." She said even quieter.

"Didn't quite catch that." I said.

She spoke so quietly that she made a squeak. We stood there for few seconds and saw the birds return.

"Well, um, it looks like your birds are back, so I guess everything's in order. Keep up the good work!" Twilight said as we both walk away.

"Oookay.", Twilight said as Spike walk up, " Well, that was easy."

Then we were push to the side as the pegasus ran up to Spike.

"A baby dragon!", She said now louder then her first time speaking, "Oh, I've never seen a baby dragon before. He's sooo cute!"

"Well, well, well...!" Spike said smirking at us.

"Don't let it get to your head." I told him.

"Oh my, he talks. I didn't know dragons could talk. That's just so incredibly wonderful I, I just don't even know what to say!" She said happily.

"Well, in that case we'd better be going." Twilight said and and pick up Spike and put him on her back.

"Wait, wait! What's his name?" The yellow Pegasus ask as I walk up.

"I'm Spike!" He answer.

"Hi Spike, I'm Fluttershy. Wow, a talking dragon! And what do dragons talk about?" Fluttershy then ask.

"Well, what do you wanna know?" Spike ask

"Absolutely _everything_." Fluttershy said.

Both me and Twilight groan as Spike started to talk about how he came to this world.

"Well... I started out as a cute little purple and green egg..."

* * *

**3rd Person Pov,**

Phantom, Twilight, Fluttershy and Spike walk through Ponyville with Spike telling Fluttershy about his life.

"...and that's the story of my whole entire life! Well, up until today. Do you wanna hear about today?" Spike then ask.

"Yes please!" Fluttershy said.

Twilight quickly turn around and said, "I am so sorry, how did we get here so fast? This is where me and my brother are staying while in Ponyville and my poor baby dragon needs his sleep."

"No I don't- whoa!" Spike try to say but Phantom gave a small push from behind and made him fall.

"Aww, wook at dat, he's so sweepy he can't even keep his widdle bawance!" Twilight said as Phantom face-hoof himself.

"Poor thing, you simply must get into bed..." Fluttershy said and started to carry him inside the library.

Both Twilight and Phantom ran in after her and Twilight push Fluttershy back out.

"Yes, yes, we'll get right on that. Well, g'night!" Twilight said and slam the door.

"Huh. Rude much?" Both boys ask.

"Sorry you two, but I have to convince the Princess that Nightmare Moon is coming, and we're running out of time! I just need to be alone so I can study without a bunch of _crazy_ ponies trying to make friends all the time. Now, where's the light?" Twilight said and Phantom found the light and turn it on.

"_Surprise!" _The place was full of ponies and Phantom, Twilight, and Spike just stood there before Twilight groan.

A Kazoo blew in their face and they saw the same pink pony that they met when they first arrive here.

"Hi, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya? Huh huh huh?" She ask talking very fast.

"Very surprised. Libraries are supposed to be _quiet_." Twilight said.

"Well, that's silly! What kind of welcome party would this be if it were quiet? I mean, duh, bo-ring! Y'see, I saw you when you first got here, remember? You were all "hello" and I was all "gasp", remember? Y'see I've never saw you before and if I've never saw you before that means you're new, 'cause I know everypony, and I mean _everypony_ in Ponyville!" Pinkie said as Twilight groan and Phantom wonder how she could talk without stopping.

"And if you're new, that meant you haven't met anyone yet, and if you haven't met anyone yet, you must not have any friends, and if you don't have any friends then you must be lonely, and that made me so sad, then I had an idea, and that's why I went "gasp"! I must throw a great big ginormous super-duper spectacular welcome party and invite everyone in Ponyville! See? And now you have lots and lots of friends! Pinkie continue as the other four ponies that they met ran up to them.

"Heh, thanks Pinkie. This is a nice party." Phantom said as Twilight pour herself a drink.

She took a drink before tears appear in her eyes.

"Twilight? Are you ok?" Phantom ask worry about his older sister.

Twilight mane and tail bust into flames and ran off leaving the others confuse.

"Aww, she's so happy she's crying!" Pinkie said

"Somehow, I don't think those were tears of joy Pinkie" Phantom said.

"Forgive us sir, but what is your name again?" Rarity ask him.

"It's Phantom. I'm Twilight's younger brother." Phantom told her.

Spike walk up and pick up the bottle that Twilight had.

"Hot sauce. Ooh..." Spike read before he knew what happen.

They all turn see Pinkie eating some muffins with hot sauce.

"What? It's good!" Pinkie said with her mouth full.

* * *

Some time later, Twilight was in the room that she was going to stay in and was putting up her brother bed when the door open and Spike walk in with a lamp shade on his head.

"Hey Twilight! Pinkie Pie's starting "pin the tail on the pony"! Wanna play?" He ask.

"_No_! All the ponies in this town are _crazy_! Do you know what time it is?!" Twilight shouted.

"It's the eve of the Summer Sun Celebration. Everypony has to stay up, or they'll miss the Princess raise the sun! You really should lighten up, Twilight. It's a party! Even Phantom having a good time! And he normally very shy around mares!" Spike said before he left.

Twilight mock Spike before saying, "Ugh, here I thought I'd have time to learn about the Elements of Harmony but, silly me, all this ridiculous friend-making has kept me from it!"

She look up and the moon that had a unicorn head on it and remember what the book said.

"_Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night._" I hope the Princess was right... I hope it really is just an old ponytale..." She said before the door open and Phantom walk in.

"C'mon, Twilight, it's time to watch the sunrise!" he said.

* * *

Soon all the ponies was at the town hall, ready to see Princess Celestia raise the sun.

"Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited- well, except for the time that I saw you walking into town and I went "gasp" but I mean really, who can top that?" Pinkie said but everypony was blocking her out.

Soon another mare step up and both Twilight and Phantom guess that she was the mayor of the town.

"Fillies and gentlecolts, as mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" She said and the ponies cheer. But both Twilight and Phantom was having a feeling something was wrong.

"In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year! And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria..." Mayor Mare said.

"Ready?" Fluttershy ask her birds who chip in repose.

"...Princess Celestia!" Mayor Mare said and Rarity open the curtains but Celestia was no where to bee seen.

"Huh?" She ask and walk in to see if something when wrong.

"This _can't_ be good." Twilight said with Phantom nodding.

"Remain calm, everypony, there must be a reasonable explanation!" Mayor Mare said before panic could raise.

"Ooh, ooh, I love guessing games! Is she hiding?" Pinkie said thinking it was a game.

Rarity came back and said "She's _gone_!"

All the ponies gasp and Twilight turn to the moon to see the stars disappear behind it and the unicorn face disappear.

"Ooh, she's good." Pinkie said before something scare her.

They all watch as an Black Alicorn with a starry mane and tail with a blue spot with a Crescent Moon on her flanks and saw part of armor on her head, chest, and hooves. Twilight knew who it was and Phantom was just as aware.

"Oh no, Nightmare Moon." Twilight whisper and Spike fainted.

"Oh, my beloved subjects. It's been so long since I've seen your precious, little sun-loving faces." She said looking over them.

"What did you do with our Princess?!" Rainbow shouted and try to charge at her but Applejack held her back by her tail.

"Whoa there, Nelly..." She said through Rainbow tail.

"Why, am I not royal enough for you? Don't you know who I am?" Nightmare Moon chuckle.

"Ooh, ooh, more guessing games! Um, Hokey Smokes! How about... Queen Meanie! No! Black Snooty, Black Snooty-" Pinkie was stop as Applejack place a apple in her mouth.

"Does my crown no longer count now that I have been imprisoned for a thousand years? Did you not recall the legend? Did you not see the signs?" Nightmare Moon ask, walking around ponies.

"we did. And we know who you are. You're the Mare in the Moon – Nightmare Moon!" Twilight said as ponies gasp.

"Well well well, some ponies who remember me. Then you also know why I'm here." Nightmare Moon smile.

"You're here to... to..." Twilight trail off.

"Remember this day, little ponies, for it was your last. From this moment forth, the night will last _forever_!" Nightmare Moon laugh.

But what she and the others mess, that blue eyes started to turn green as he look at Nightmare Moon. It was his other power and he is about to unleash it.

* * *

**Well there you have it. Prologue and explanation, if you haven't read my other story, go read that one.**

**ETRIGAN THE DEMON SIGNING OFF.**

Or if you want, you can read my stories. Go to my homepage to check it out.

This is Phantom Fan 21, Flying off!


	2. episode one part 2

**Hello, I'm etrigan the demon. **

Part two of Friendship is Magic, now here a little some new, Phantom show his second talent a little, get his own element and becomes Princess Luna student. Hope you like the remake of the seasons with Danny Phantom in it. Remember, Danny goes by the name Phantom, is Twilight younger brother and they both reamain together as Brother and sister.

* * *

**Chapter 2**

**3rd Person's Pov**

Nightmare Moon laugh evilly as Phantom cutie mark started change from an moon with three stars to a skull.

"Seize her! Only she knows where the Princess is!" Mayor Mare said and some of the royal guards flew at her.

"Stand back, you _foals_!" Nightmare Moon said and send lighting at them push them back.

She was about to fly away when an green beam shot pass her.

"Hold it right there!" Phantom shouted and Twilight turn and saw what he look like.

"While I may love the night, there is no way I'm going to let you make it last forever!" He said and shot another beam at her.

Nightmare Moon flew around the attack and smile.

"Well, a pony that loves the night. You make an fine soldier once Equestria is in everlasting night!" Nightmare moon said before becoming her mist form.

"GRRRRR!" Phantom growl before Twilight stop him.

"Phantom, calm down! We need to get back to the library." Twilight whisper and Phantom eyes and cutie mark turn back to normal.

Nightmare Moon flew out of the town hall and Rainbow Dash follow after her.

"Come back here!" She shouted and look around, but their there was no sign of the so call mare.

"Nighttime? Forever?", Rainbow ask before spotting Twilight and Phantom running out as well, "Where are they going?"

Back at the library Twilight and Phantom lay Spike down in his bed.

"Uh... We gotta stop Nightmare!..." Spike shouted before falling asleep.

"You need some rest Spike." Phantom said.

"You've been up all night, Spike. You are a _baby_ dragon after all." Twilight added then the two unicorns went downstairs and started to look for the book that might help them.

"Elements, elements, elements... Ugh! How can I stop Nightmare Moon without the Elements of Harmony?" Twilight groan before Rainbow appear in her face.

"And just what _are_ the Elements of Harmony? And how did _you_ know about Nightmare Moon, huh? Are you two _spies_? Whoa!" Rainbow said before she was yank back.

"Simmer down, Sally. They ain't no spy. But they sure knows what's going on. Don't you, Twilight and Phantom?" Applejack said and ask.

"I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are, where to find them; I don't even know what they do!" Twilight told them.

"And I was aware of it but didn't give it any thought, now I'm not sure if there is anything about the Elements of Harmony." Phantom added.

Pinkie then ran off and appear with a book and give it to Twilight.

"The Elements of Harmony: A Reference Guide." Pinkie said smiling.

"How did you find that?!" Both Twilight and Phantom ask.

"It was under E!" Pinkie said in a sing-long-voice.

Phantom face-hoof as Twilight smile sheepishly. She open the book and found what she was looking for. Everypony join her as she started to read.

"There are seven Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth and seventh is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now-

They appear in front of the forest that the rest of the mares knew very well.

"The Everfree Forest!" They said.

Phantom then spotted something. His eyes glow green as he saw what look to be ghost.

"Beware of the danger that lies within the forest. Over come them all to find the ones you seek." It said before it disappear.

Phantom shook his head as his eyes turn back to blue.

"I got to do something about this new power." He whisper to himself.

"Whee! Let's go!" Pinkie said and started to hop into the forest.

"Not so fast. Look, I appreciate the offer, but I'd really rather do this on my own." Twilight said.

"And let my sister handle the danger on her own? Not a chance!" Phantom said step up next to her.

"No can do, sugarcube. We sure ain't lettin' any friend of ours go into that creepy place alone. We're stickin' to you like caramel on a candy apple." Applejack said as the rest agree.

_Especially_ if there's candy apples in there. What? Those things are _good_." Pinkie said getting weird looks from her friends

Twilight sigh as Phantom turn to her and said, "Twilight we might as well, besides a ghost warn me about dangers in this forest."

* * *

**Twilight's Pov,**

We walk through the Everfree forest and Phantom elbow me and move his head towards the others.

I sigh and said, "So, none of you have been in here before?"

"Ugh, Heavens no! Just look at it - it's dreadful." Rarity said.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack added.

"How so?" Phantom ask.

"What's that supposed to mean?" I added.

"Nopony knows. You know why?" Rainbow said coming out of the shadows.

"Rainbow, quit it!" Applejack groan.

"Cause every pony who's ever come in, has never come _out!_" Right when Rainbow say that the whole cliff we were on suddenly broke!

I saw Phantom act by using his magic to grab a root and pull himself towards it. I try to reach for his tail but miss.

"TWILIGHT!" He shouted.

"Help!" I scream.

"Hold on! I'm a-comin'!" Applejack said as she slide down and grab me.

"Applejack! What do I do?" I ask her, I was too scare to use my magic.

I saw Applejack look into the sky before saying, "Let go."

My eyes widen at those words.

"Are you _crazy_?!" I shouted.

"No I ain't. I promise you'll be safe." Applejack said.

"That's not true!" I yell thinking she was crazy.

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe." Applejack said.

I wasn't sure what was going on with her, but I did let go. I scream before I notices I was caught by Rainbow and Fluttershy. It was then I knew why she told me to let go. Rainbow Dash and Fluttershy was already ready to catch me. I sigh before we drop a few inches.

"Sorry girls. I'm not used to holding anything more than a bunny or two." Fluttershy explain sheepishly.

Once they set me down, Phantom ran up and hug me. I hug back. Maybe I should had made some friends. After all Phantom was a loner like me and he still try.

* * *

**Phantom's Pov,**

"And once Pinkie and Rarity were saved, whoosh... Me and Fluttershy loop-de-loop around and WHAM! Caught you right in the nick of time." Rainbow said.

"Yes, Rainbow, I was there, and I'm very grateful, but we gotta-" Twilight stop as we saw an well know creature.

"A manticore!" I yell.

I then notices that it was blocking our way. But what was an manticore doing here?"

"We've gotta get past him!" Twilight said as it jump at us.

It swipe it paw at Rarity who duck under and give it an buck in it face.

"Take that, you ruffian!" Rarity said before it roar and mess up her mane.

"_My hair_!" Rarity shouted and ran to fix it.

"Wait." Fluttershy said but was not heard as Applejack got on the back of the manticore.

"YEE-HAW! Git along, little dogie." She said and rode on as it try to get her off.

"Wait." Fluttershy said again but wasn't not heard as Applejack got throw off and pass Rainbow Dash.

"All yours, partner." She said.

"I'm _on it!_" Rainbow said and started to make her rainbow tornado.

The Manticore swing it tail and knock Rainbow away.

"Rainbow!" Twilight shouted.

She got up and started to change at it. Knowing that Fluttershy would not be heard again I step up.

"WAIT!" I yell stopping all of them.

They look at me in confusion as I turn to Fluttershy.

"Ok, Fluttershy. Do your thing." I told her, wondering why she was trying everypony from fighting.

"Ok, Thank you Phantom." Fluttershy said and flew up to the manticore.

It roar at her and she rub it paw.

"Shhh... It's okay." She said.

The manticore look surprise at first before showing it had a thorn in it paw.

"So that why it attack us!" I said seeing it.

"Oh, you poor, poor little baby." Fluttershy said.

"Little?" Rainbow ask before I shush her.

"Now this might hurt for _just_ a second." Fluttershy said and pull it out.

The Manticore roar and everypony grew worry about Fluttershy. I was about to use my magic to pull her away when we saw the Manticore lick her like it was a kitten.

"Aw you're just a little ol' baby kitty, aren't you? Yes you are, yes you are." Fluttershy told it.

We quickly saw our chance to pass it and we did. Me and Twilight stay behind to make sure Fluttershy caught up. Her mane was still sticking up from when the Manticore lick her.

"How did you know about the thorn?" Twilight ask.

"I didn't. Sometimes we all need to show a little kindness." Fluttershy said.

"She right about that." I said and walk after her, seeing Twilight smile again.

* * *

**3rd Person Pov,**

All seven ponies walk through the Everfree forest some more before Rarity spoke up.

"No. My eyes need a rest from all this icky muck." She said before it became pitch black.

"Well, I didn't mean that literally." She added.

"Phantom you think you can...?" Twilight ask Phantom.

"Try, it too dark for my..._other _eyes." He said getting confuse looks from the others.

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight said as they walk through again.

Rarity bump into something and said, " I didn't see you there, my apologies."

"Right here... guh..." Rainbow groan.

"Oh wait, I think I stepped in somethin'." Applejack said and heard Fluttershy scream.

"It just mud." Applejack said before seeing a tree that growl at her.

Soon there were even more trees and they all growl at them. Their screaming was cut off by laughter. They turn to see Pinkie making faces and laughing.

"Pinkie, what are you doing?! Run!" Twilight told her.

"Oh girls, don't you see?" Pinkie said as some music started to play.

"When I was a little filly and the sun was going down..." She sang.

"Tell she not." Twilight ask.

"The darkness and the shadows, they would always make me frown..." Pinkie snag again.

"She is." Rarity conform.

"I'd hide under my pillow from what I thought I saw, But Granny Pie said that wasn't the way to deal with fears at all." Pinkie sang once more.

"Then what is?" Rainbow ask.

"She said, "Pinkie, you gotta stand up tall Learn to face your fears You'll see that they can't hurt you Just laugh to make them disappear." Ha! Ha! Ha!" Pinkei sang and laugh at a tree make it face disappear.

The ponies gasp at the feat that Pinkie just did.

"So, giggle at the ghostly. Guffaw at the grossly. Crack up at the creepy. Whoop it up with the weepy. Chortle at the kooky. Snortle at the spooky. And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha... heh..." Pinkie sang as every pony laugh at the faces.

"Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!" Pinkie sang before everypony fell to the ground laughing.

* * *

**Twilight's Pov**

We walk through the forest some more still laughing about Pinkie song. I turn to Phantom who was looking around. I knew that he was being aware of any ghosts that could pop up at anytime.

Before I could ask him if there was any near by when Pinkie stop.

We all look and saw a river that was raging.

"How are we gonna cross this?" Pinkie ask before we heard some cry.

We walk up and notices that another creature that was crying and making the river have too many waves.

"What a world, what a _world_." It said as we got close.

"Excuse me, sir. Why are you crying?" I ask.

"Well, I don't know. I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past me and tore half of my beloved mustache _clean off_, and now I look simply _horrid_." He said and splash water all over us.

"Oh give me a break." Rainbow and Phantom groan.

"That's what all the fuss is about?" Applejack ask.

"Why, of course it is. How _can_ you be so insensitive? Oh, just look at him. Such lovely luminescent scales." Rarity said.

"I know." He said, started to smile.

"And your expertly coiffed mane." Rarity said next.

"Oh, I know, I know." He said putting his claw through it.

"Your fabulous manicure." Rarity added.

"It's so true!" He gasp.

"All ruined without your beautiful mustache." Rarity said last.

"It's true, I'm _hideous_!" He said and started crying again.

"What a way to kill his mood." Phantom said, shaking his head.

"I simply cannot let such a crime against fabulosity go uncorrected." Rarity said and pull out one of it scales.

"Rarity, what are you-" I try to say before she cut off her tail and place it right where the mustache was.

He play with it for a bit before cheering up.

"Oh-hohohoho! My mustache. How wonderful." He said happily.

"You look smashing." Rarity said as I walk up to her.

"Oh, Rarity, your beautiful tail..." I said feeling sorry that Rarity has to give up part of herself the help another.

"Oh. It's fine, my dear. Short tails are in this season. Besides, it'll grow back." Rarity said.

"So would the _mustache_." Rainbow and Phantom whisper to me.

I turn and saw that the river was now calm.

"We can cross now. Let's go. Ah!" I said and step in before the creature raise his body.

"Allow me." He said and we all smile.

We cross wave good-bye and continue through the Everfree Forest.

* * *

**3rd person Pov,**

The six mares and the one stallion walk on until they saw the same place they were looking for.

"There it is, the ruin that holds The Elements of Harmony. We made it!" Twilight shouted and ran towards it.

"Twilight, wait for us!" Applejack shouted and they chase after her.

Phantom was able to spot something that Twilight didn't see.

"Twilight! Look out!" He try to warn her but she didn't heard him.

"We're almost there. Whoa!" She said before she almost fell of another Cliff.

She was pull back by Rainbow who said, "What's with you and falling off cliffs today?"

"That what I was trying to warn you about. You need to look before you leap." Phantom said as he walk up to her.

"Now what?" Pinkie ask.

"Duh." Rainbow said and show her wings.

"Oh yeah!" Pinkie smile.

Rainbow flew down into the mist and brought the end of the bridge up and tie one end before a fog roll in.

"Rainbow..." said a strange voice.

"Who's there?" Rainbow ask.

"Rainbow..." The voice said again.

"I ain't scared of you! Show yourself!" Rainbow said.

Soon three pegasi appear dress like Wonderbolts, only dress in purple and skulls on them.

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The middle said.

"Who?" Rainbow ask confuse.

"Why, you, of course." It said again.

"Really?! I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? 'cause I've been trying to get into that group for like, _ever_." Rainbow said then ask.

"No, Rainbow Dash. We want you to join us, _The Shadowbolts_." The leader said and they started to fly around her.

"We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria, but first, we need a captain. The most magnificent-" It said.

"Yep!" Rainbow agree.

"Swiftest-" Another said.

"Yes." She agree again.

"Bravest flyer in all the land." the third finish.

"Yes.", Rainbow chuckle, "It all true."

"We need... _you_." The leader said again.

"WOOHOO!", Rainbow cheer, "Sign me up. Just let me tie this bridge real quick and then we have a deal."

"No! It's _them_ or _us_." The leader said.

"Rainbow Dash! What taking so long?" Twilight call out before seeing the Shadowbolts.

"Oh no. Rainbow! Don't listen to them." Twilight try to warn her before the fog roll in, blocking them from seeing what happen.

"Something tells me that this trip is not what it seams." Phantom said as his eyes turn green for a second.

"Well?" The Shadowbolt Leader ask.

Rainbow thought about it before giving her answer.

"You..." She said, making the leader smile.

"Thank you! For the offer, I mean, but I'm afraid I have to say no." Rainbow corrected herself and flew off, missing the three Shadowbolts turn into a mist and flew off.

Rainbow fix the bridge and flew to her friends who were cheering.

"See? I'd never leave my friends hangin'." Rainbow smile.

* * *

**Phantom Pov,**

We cross the bridge and enter the castle. It was then when Fluttershy ask me something.

"Um, Phantom? Why did you eyes turn green when Rainbow was talking to those ponies? I mean if that ok?" She ask meekly.

"Yeah what up with that?" Applejack ask as they all stop.

I sigh and explain, "I have a rare ability that let me see and talk to ghost. The only ones that know are my family. In fact, it's my second talent."

"You second talent? But we see the Moon and stars for your cutie mark." Rarity said.

"That my main talent. It means I love the night sky and dream about traveling to them one day. My other talent only shows if I'm angry or if I see a ghost." I told them.

"Wow! That is a rare talent." Pinkie said before Twilight stop.

"Twi? What wrong?" Applejack ask.

"Twilight, how could you? How could you go against Nightmare Moon? Princess Celestia was using you from the very beginning." Two unicorns told her.

"Mom? Dad?" Twilight ask.

Phantom walk up but didn't see them.

"Twi? What are you talking about? There no way Mom and Dad could be here." Phantom said.

"Applejack! I'm very disappointed in you!" another voice said and Applejack turn around.

"Granny Smith?" She ask

"Why you are the most worst Grand-daughter I ever had. No good, lazy filly." Granny Smith said.

Soon everypony, but Phantom, was met with a ghost like some pony they knew. As the talks got to them, Phantom could see that something was wrong. He made his eyes glow green and his cutie mark became a skull again. He look around and saw no one. No Ghost, but it appears that the others was looking at them. He figure out what was going on.

"Girls! Don't listen to them! They're not real!" He said.

"Phantom, we lost. We couldn't stop Nightmare Moon or find the Elements." Twilight said sadly.

"What?! Twilight don't say that!", Phantom said, "Keep you hope up. In fact, keep your _spirit _up."

Twilight look up at her brother in confusion.

"I'm not letting anything get me down! I came with you so I can help. Those...things...are try to make you give up. Don't. Your spirit is what you need to stay on track." He said before turning to the others.

"That goes for rest of you! Don't let your spirit get brought down." Phantom said.

The Mane Six look at Phantom and smile.

"You're right, Phantom." Applejack said, "Granny Smith would never call me those things."

"Yeah, we keep going. No pony can stop us." Rainbow said as rest nods.

The ghost like ponies growl and disappear. Leaving the seven along before moving on.

* * *

**Twilight's Pov,**

We walk through the castle before we spotted the very same things we been looking for.

"Whoa. Come on, Twilight. Isn't this what you've been waitin' for?" Applejack ask me.

"The Elements of Harmony, we've found them.", I said happily as Rainbow and Fluttershy carry them down, "Careful, careful."

"One, two, three, four... There's only five!" Pinkie said after counting them

"Where the sixth and seventh?" Rainbow ask.

"The book said: _when the five are present, a spark will cause the sixth and seventh Element to be revealed._" I said.

"What in the hay is that supposed to mean?" Applejack ask me.

"I'm not sure, but I have an idea. Stand back. I don't know what will happen." I said and turn to the Elements.

"Come on now, y'all. She needs to concentrate." Applejack said and they all left.

"Be careful Twilight." Phantom told me before following them out.

I sat down and started to use my magic. It might be what I need to use them, but i was surprise when a black tornado started to shuck up the Elements.

My surprise didn't go unnoticed as Phantom bust back in his eyes already green and his Cutie Mark was a skull.

"The Elements!" I cry as we both jump in the tornado.

It disappear as our friends run into the room.

* * *

**3rd Person Pov,**

The tornado appear in another room and Twilight and Phantom was place on the ground as the tornado turn into Nightmare Moon.

"I knew!", Phantom shouted, "it was you the whole time!"

"Yes, it was." She smile.

"Twilight, I'll keep her busy. You get to the Elements and try to get those sixth and seventh elements to appear." Phantom whisper to his sister.

"Got it." She said and them both got ready to charge.

"You're kidding. You're kidding, right?" Nightmare Moon ask once she saw them ready their horns.

She soon charge at them and they charge back. At the last second they both teleported from her. Nightmare Moon stop and look around before spotting Twilight by the Elements.

"No! She said and ready her horn.

"Hey! Keep away from my sister!" Phantom shouted and land a blow on her back.

He jump back as Nightmare Moon stood up.

"You dare hurt your princess?!" She shouted.

"You not my Princess." Phantom said and fire a green beam from his horn.

As Phantom and Nightmare Moon fought, Twilight was once again trying the same plan she had.

"Just one spark. Come on, _come on_. Aah!" Twilight said before Nightmare Moon got away from Phantom and knock Twilight away from them.

Phantom caught her and they saw the Elements glow and float into the air.

"No, No!" Nightmare Moon shouted.

But the Elements drop after the glow disappear surprise Phantom and Twilight.

"What? Where are the Sixth and Seventh elements?" Twilight ask shock.

"What went wrong?" Phantom added.

"You little foals! Thinking you could defeat _me_? Now you will never see your princess, or your sun! The _night_ will last _forever_!" Nightmare Moon laugh as she destroy the Elements leaving both of them even more shock.

"Don't worry Twilight, we're here. Don't worry, we'll be there." They both heard.

Then Twilight eyes widen as a spark appear in her eyes. Phantom notices it and they both smile.

"You think you can destroy The Elements of Harmony just like that? Well, you're wrong, because the spirits of The Elements of Harmony are right _here_." Twilight ask as all seven friends stood next to each other.

"What?" Nightmare Moon ask as the pieces of the Elements floated around her.

"_Applejack_, who reassured me when I was in doubt, represents the spirit of... _honesty_!" Twilight said as the pieces floated around Applejack.

"_Fluttershy_, who tamed the manticore with her compassion, represents the spirit of..._kindness_!" Twilight said again as the same thing happen to her.

"_Pinkie Pie_, who banished fear by giggling in the face of danger, represents the spirit of..._laughter_!" Twilight said as pieces floated around Pinkie who hop in excitement.

"_Rarity_, who calmed a sorrowful serpent with a meaningful gift represents the spirit of..._generosity_!" Twilight said as the pieces floated around the the unicorn.

"And _Rainbow Dash_, who could not abandon her friends for her own heart's desire represents the spirit of... _loyalty_!" Twilight said as he pieces floated around Rainbow who smirk.

"The spirits of these five ponies got us through every challenge you threw at us." Twilight inform Nightmare Moon.

"You still don't have the sixth and seventh Element! The spark didn't work!" Nightmare Moon pointed out.

"But it did! A different kind of spark. I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you. The spark ignited inside _me_ when I realized that you all... are _my friends_! You see, Nightmare Moon, when those Elements are ignited by the... the _spark_, that resides in the heart of us all, it creates the sixth element: the element of... _magic_!" Twilight explain while turning to her friends then back at Nightmare Moon.

"And the spark did indeed made the seventh element appear. They have be together through all of this and you even try to bring them down. That why you fail. You can't break the seventh element, the Element of _Spirit_!"Phantom added.

Soon the five pieces of the Elements form on the five mares and two more stones appear. One with a six pointed star and the other with a moon with stars on tops. They too form on Twilight and Phantom as they all floated in the air. Both Twilight and Phantom open their eyes to show that they were fully white before and rainbow shot out from them and heading towards Nightmare Moon and surround her.

"_Nooo_! Nooo!" Nightmare Moon shouted as the whole room was cover in a bright light. A few seconds later, everypony was laying on the ground and soon woke up.

"Ugh, my head." Rainbow said as she rub it.

"Is everypony ok?" Applejack ask.

"Oh, thank goodness." Rarity said hugging her full grown tail.

"Why Rarity, it's so lovely." Fluttershy said looking at her.

"I know! I'll never part with it again." Rarity said still hugging her tail.

"No. Your necklace. It looks just like your cutie mark." Fluttershy pointed.

Rarity look at them then notices Fluttershy's.

"What? Ooh. So does yours." She said.

Fluttershy look and gasp.

"Look at mine! Look at mine!" Pinkie call out happily.

"Aw _yeah_." Rainbow said proudly.

"Hey Twi, We got crown instead."Phantom point out.

They both look before Applejack brought them out of it.

"Gee, Twilight! I thought you and Phantom were just spoutin' a lot of hooey, but I reckon we really do represent the elements of friendship." She said.

"Indeed you do." A voice said as the sun stared to raise.

Soon an Alicorn appear, she was white with a rainbow like mane and tail, had different parts of armor on her hooves and chest, with a crown on her head with a sun as her cutie mark.

The rush of the mares bows but Twilight and Phantom smile.

"Princess Celestia!" Twilight shouted and they both ran up and hug her.

"Twilight Sparkle, my faithful student. I knew you could do it. And so did you Phantom." She said hugging them back

Twilight then back away and said, "But... you told me it was all an old pony tale."

"Twilight." Phantom groan.

"I told you that you needed to make some friends, nothing more. I saw the signs of Nightmare Moon's return and I knew it was you and Phantom who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart. Now if only another will as well. Princess Luna!" Celestia said before turning to an Alicorn that look like Nightmare Moon only smaller and her colors were switch.

"It has been a thousand years since I have seen you like this.", Celestia said as Luna look down, "Time to put our differences behind us. We were meant to rule together, little sister."

"_Sister?" _Everypony ask.

"Will you accept my friendship?" Celestia said kneeing down.

Everypony lean forward wonder what was going to happen. But Pinkie lean to much and fell over.

"I'm so sorry! I missed you so much, big sister!" Luna shouted and hug her.

"I've missed you, too." Celestia said as tears form in their eyes.

Phantom walk over and place an hoof on Twilight. The two smile and place their heads together. They knew if the same thing happen to them, they will miss each other no matter what.

Pinkie started to cry and waterfall of tears came out, before she smile and said, "Hey you know what this calls from?"

Back at Ponyville,

"A _party_!" Pinkie shouted.

All ponies cheer and welcome Princess Luna back, however, both Twilight and Phantom frown. Now that they were done, it was time to return to Canterlot. But they didn't want to leave.

"Why so glum, my faithful student and her brother? Are you not happy that your quest is complete and you can return to your studies in Canterlot?" Celestia ask.

"That's just it. Just when I learned how wonderful it is to have friends, I have to leave them." Twilight said.

"And it just feel like we won't see them again." Phantom added.

Celestia smile and said, "Spike, take a note, please."

He appear with an quill and an scroll and waited for Celestia to speak.

"_I, Princess Celestia, hereby decree that the unicorns Twilight Sparkle and Phantom shall take on a new mission for Equestria. They must continue to study the magic of friendship. They must report to me their findings from her new home in Ponyville._" She said.

"Oh thank you, Princess Celestia! I'll study harder than ever before." Twilight said as the ponies cheer.

"Um, Princess Celestia?" Phantom ask.

"Yes, Phantom?" Celestia ask.

"Is it ok if I send my reports to Luna? I mean I do love the night and I what to help her." He said.

"I see no problem of it. Besides, Luna does need time to recover and I'm sure she will not mine taking her own student." Celestia said.

Phantom smile and bows. Luna look at Phantom before bowing back. This was a true day to remember, new friends, new home and new adventures. They could wait.

"Isn't this exciting? Are you excited cause I'm excited I've never been so excited, well, except for the time that I went "gasp" but I mean really-"

"PINKIE!"

* * *

That part two, what did you all think? Up next will be episode 3 Ticket Master, I have plans for a Filler chapter that will show more of Phantom second talent. It will take some time but please review.

**this is etrigan the demon and I would like to give a big thanks to phantom fan 21 for helping me go check out his page if you like this stuff**


	3. the ticket master

Here Chapter 3, The Ticket Master. Now I want to let everyone know something, while I am a Brony, I never seen all of Seasons 1, 2, 3 and 4 fully. So, I'm watching them to get caught up. Enjoy!

* * *

**Chapter 3**

**3rd Person's Pov**

It was a few days after Luna return and Applejack, Twilight, Spike and Phantom was at Sweet Apples Arcs helping Applejack.

"No. Nope. Nope-" Spike said ask he threw apples from the basket which Phantom caught.

"Thank you kindly, Twilight and Phantom, for helping me out. I bet Big McIntosh I could get all these Golden Delicious in the barn by lunchtime. If I win, he's gonna walk down Stirrup Street in one of granny's girdles." Applejack said and laugh.

"Any time! You sure are a cute mare!" Phantom said.

"What?" Applejack ask.

Phantom stop and started to blush.

"Um, I didn't saying anything." Phantom said sheepishly.

Twilight laugh and said, "No problem at all, Applejack. I'm glad the goal is lunchtime. All this hard work is making me hungry."

Phantom nods in agree, he was hungry too.

"I know, right?" Spike said still looking through the apples.

"Puh-leez, Spike, you've been lounging on my back all morning while _we_ worked." Twilight said.

"And you are throwing away all of the apples that you pick out!" Phantom added.

"Exactly. You three are taking so long, I missed snack-time." Spike said still looking for the right apple.

Twilight stomach growl and she laugh sheepishly.

"Eh, I guess we better get some food." She said.

"Agree." Phantom said as his stomach growl too.

"Nope. Worm. A-ha!" Spike said before finding the right apple.

"Oh Spike, that looks delicious." Twilight said before Spike ate it.

"SPIKE!" Twilight and Phantom yell.

"What?" He ask before he belch up an scroll.

"It's a letter from Princess Celestia." Twilight said.

"Huh, wonder what up?" Phantom ask as Spike open and read the letter.

"_Hear ye, hear ye. Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce The Grand Galloping Gala to be held in the magnificent capital city of Canterlot, on the 21st day of_, eh, yadda, yadda, yadda, _cordially extends an invitation to Twilight Sparkle plus one guest." _He read.

All three ponies look surprise before cheering and shouting, "The Grand Galloping Gala!"

They jump around happy to hear this news.

* * *

**Phantom Pov,**

"The Grand Galloping Gala!" We shouted as Spike belch up two tickets.

"Wow, great! I've never been to the gala. Have you, Spike?" Twilight said and ask.

"_No_, and I plan to keep it that way. I don't want any of that girly frilly frou-frou nonsense. And your a Stallion Phantom, why are you so happy?" Spike answer then as me.

"Spike you forget that me and Twilight live in the castle since we were fillies. I heard how great it is. Beside I want to help Luna in her recovery and this gives me a change to do that!" I said happily.

I really wanted to help Luna. She was my new teacher and as her student, I was going to do everything I can to help her.

"Aw, come on Spike. A dance would be nice." Twilight said.

_"Nice_? It's a heap good more than just nice. I'd love to go.", Applejack said and give her reason to go, "Land sakes, if I had an apple stand set up, ponies would be chowin' our tasty vittles till the cows came home. Do you have any idea how much business I could drum up for Sweet Apple Acres? Why, with all that money, we could do a heap of fixin' up 'round here. We could replace that saggy old roof, and Big McIntosh could replace that saggy old plow, and Granny Smith could replace that saggy old hip."

Applejack sigh and I realizes that I was blushing again. I shook it off and listen some more.

"Why, I'd give my left hind leg to go to that gala." She said.

"Wow, what a reason! True I want to help Luna, but if you want to go Applejack, be my guest." I said.

Twilight was about to ask when all of us was push to the ground. We look up and saw Rainbow Dash on top of us, we each give her a glare.

"Ugh. Are we talking about The Grand Galloping Gala?" She ask.

"Rainbow Dash, you told me you were too busy to help me harvest apples. What were you busy doing, spyin'?" Applejack ask her.

"No, I was busy napping, and I just happened to hear that you have an extra ticket?" Rainbow said and I look up to see that she was telling the truth.

"Yeah, but-" Twilight said to say before Rainbow gave her reason to go.

"YES! This is _so_ awesome. The Wonderbolts perform at The Grand Galloping Gala _every year_. I can see it now." Rainbow said.

"Oh boy, here we go." I groan as we listen.

"Everyone would be watching the sky. Their eyes riveted on The Wonderbolts, but then in would fly _Rainbow Dash!_ I would draw their attention with my Super Speed Strut. Then, I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, The Buccaneer Blaze! The ponies would go wild! The Wonderbolts would insist that my signature moves be incorporated into their routine, and then welcome me as their newest member." Rainbow said.

She got in Twilight face and said, "Don't you see, Twilight? This could be my one chance to show 'em my stuff. You gotta take me!"

Applejack pull her back and said, "Hold on just one pony pickin' minute here. _I_ asked for that ticket first."

"So? That doesn't mean you own it." Rainbow said.

"Oh, yeah? Well I challenge you to a hoof-wrestle. Winner gets the ticket." Applejack said and held up her hoof.

"Ok, this is silly. I know they both want to go and so do I, but I'm not fighting over the extra ticket." I said as Twilight push them back.

"Girls, these are _my_ tickets, _I'll_ decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?" TWilight said and ask as I nod.

"Drummin' up business for the farm?" Applejack said first.

"A chance to audition for The Wonderbolts?" Rainbow said next.

"Money t' fix granny's hip." Applejack added.

"_Living_ the _dream_." Rainbow also added.

"This is getting no where." I groan and face hoof myself.

"Oh my, those were all pretty good reasons, aren't they?", Twilight said before our stomachs growl again, "Listen to that, We are starving. I don't know about you, but I can't make important decisions on an empty stomach, so I'll, uh, think about it over lunch and get back to you two, okay?"

"Yeah you two just enjoy your time and we'll be right back." I agree and we ran off missing them returning to their Hoof wrestle.

* * *

**Twilight's Pov,**

Me, Phantom and Spike walk through Ponyville look for a place to eat for now. What I said was true, We are staving.

"So, who you gonna give the ticket to, Twilight?" Spike as me.

"I don't know Spike, but I _really_ can't think straight when I'm hungry, so where should we eat?" I answer.

"How about Sugarcube Corner?" Phantom ask due to the we were passing it.

Before I could say anything, we were knock down again and Spike lost hold of the tickets. The land on Pinkie Pie who jump up and ran around like she was scare.

"Gah! Bats! Bats on my face! Help! Wait, these aren't... tickets to the Grand Galloping Gala?! It's the most amazing incredible tremendous super-fun wonderful terrifically humongous party in all of Equestria! I've always always _always_ wanted to go!" Pinkie said then look at the tickets.

"Oh, boy. Here it comes." Phantom said.

"Oh the Grand Galloping Gala is the best place for me. Oh the Grand Galloping Gala is the best place for me. Hip, hip, Hooray! It's the best place for me. For Pinkie..." She sang before telling us her reason for going.

"With decorations like streamers and fairy-lights and pinwheels and piñatas and pin-cushions. With goodies like sugar cubes and sugar canes and sundaes and sun-beams and sarsaparilla. And I get to play my favorite-est of favorite fantabulous games like Pin the Tail on the Pony!" Pinkie said before going back to singing.

"Oh the Grand Galloping Gala is the best place for me. Oh the Grand Galloping Gala is the best place for me. 'Cause it's the most galarrific superly-terrific gala ever. In the whole galaxy! Wheee!" The ran up to me.

"Oh thank you, Twilight, it's the most wonderful-est gift ever." she said.

"Um, actually-" Phantom said before Rarity show up.

"Are these what I think they are?" She gasp.

"Uh-" I started to start before Pinkie spoke up.

"Yes, yes, yes! Twilight's taking me to The Grand Galloping Gala in Canterlot." She said happily.

"The gala? I design ensembles for the gala every year, but I've never had the opportunity to attend. Oh, the society, the culture, the glamour! It's where I truly belong, and where I'm destined to meet _him_." Rarity said leaving us a bit confuse.

"_Him! ..._Who?" Pinkie ask.

"Him. I would stroll through the gala, and everyone would wonder, "Who _is_ that mysterious mare?" They would never guess that I was just a simple pony from little old Ponyville. Why, I would cause such a sensation that I would be invited for an audience with Princess Celestia herself, and the princess would be so taken with the style and elegance that she would introduce me to _him_, her nephew: the most handsome, eligible unicorn stallion in Canterlot. Our eyes would meet, our hearts would melt. Our courtship would be _magnificent. _He would ask for my hoof in marriage, and of course I would say, "_Yes!"_ We would have a royal wedding, befitting a princess, which is what I would become upon marrying _him_, the stallion of my dreams." Rarity explain.

"Rarity your not talking about _that_ Stallion are you?" Phantom ask.

"Why yes! You know him?" Rarity ask.

"_Know _him? I _hate _him! He always thinks he better then everypony. He cares nothing for others and when we were fillies he pick on me because I wasn't a student of Princess Celestia!" Phantom growl.

"I'm sure he be fine for me. Anyway, Twilight, I simply cannot believe you would invite Pinkie Pie so she can... _party_, and prevent me from meeting my true could you? Hmph." Rarity said and turn away from me.

"Hey!" Spike shouted.

"Uh, listen guys, I haven't decided who to give the extra ticket to." I said.

"Really?" Pinkie and Rarity ask surprise.

"Um, excuse me, Twilight. I would just like to ask, I mean, if it would be all right, if you haven't given it to someone else-"

We turn to see Fluttershy with the tickets and I knew what she was asking.

"_You_? You want to go to the gala?" Rarity ask surprise.

" Oh, no. I mean, yes, or, actually, kind of.", Fluttershy said before explaining her reason, "You see, it's not so much The Grand Galloping Gala as it is the wondrous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria. For the night of the gala, and that night alone, would they all be in bloom... and that's just the flora! Don't get me started on the fauna. There's loons and toucans and bitterns, oh my! Hummingbirds that can really hum, and buzzards that can really buzz. White-blue jays, and red jays, and green jays, pink jays and pink flamingos!"

We look at her as she smile and I said, "Gee, Fluttershy, it sounds... beautiful?"

"Well better then Rarity reason." Phantom said, getting a glare from Rarity.

"Wait just a minute." We heard and turn to see Rainbow Dash.

"Rainbow Dash, were you following us?" I ask her.

"No. I mean, yes. I mean, maybe. Look, it doesn't matter. I couldn't risk a goody-four-shoes like you giving that ticket away to just anybody." Rainbow said.

"Wait just another minute." We heard again and saw Applejack walk up.

"Applejack, were you following us too?" Phantom ask not surprise.

"No. I was followin' _this _one to make sure she didn't try any funny business. Still trying to take mah ticket." Applejack said.

"_Your_ ticket?" Rainbow yell.

"But Twilight taking me!" Pinkie added and all of my friends started yelling at each other.

Me and Phantom got on the ground and cover our ears but it was too much.

"_**QUIET!**_" We shouted.

"And then I said, "Oatmeal, are you craz-" oh." Pinkie said before we gave her looks that stop her.

"Girls, these are Twilight tickets! She get to decide." Phantom said.

"But Phantom-" Rarity said before I over took her.

"Eh! This is my decision, and I'm gonna make it on my own, and I certainly can't think straight with all this noise..." My stomach growls, "not to mention hunger. Now go on, shoo."

"Not you Spike." Phantom said and pull him back as the rest of our friends walk away.

"And don't worry, I'll figure this out... somehow." I call out but wonder how I was going to do that.

* * *

**3rd Person Pov**

Twilight, Phantom, and Spike sat around a small table waiting for the waiter to come. Twilight was still thinking on who to take. Phantom was ok with whoever gets it and was showing that he was not going to take the ticket at all.

"Spike, what am I gonna do? All five of my best friends have really good reasons to go to the gala. Applejack, or Rainbow Dash? Pinkie Pie or Fluttershy, Rarity... Oh, who should go with me?" Twilight sigh as her stomach growls once more along with Phantom's.

"Have you made your decision?" An waiter ask as he step up.

"I CAN'T DECIDE!" Twilight shouted getting everypony to look at her.

"Uh, Twilight? He just wants to take your order." Phantom pointed out for her.

"Oh!", Twilight said sheepishly, " I would love a daffodil and daisy sandwich."

"Same here." Phantom said.

They almost always eat the same thing. Some think that they are twins instead of a younger brother and older sister.

"Do you have any rubies? No?", Spike ask and threw the menu away, "Okay. I'll have the hay fries, extra crispy."

"What do you think, Spike?" Twilight ask the dragon.

"I think we have to try another restaurant. I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?" Spike said.

"She _mean_ about the gala and the ticket and who she should take." Phantom corrected him.

"Oh. You're still on that?" Spike ask as he sign.

"Spike, _listen_. How do I choose? And when I do choose, will the other four be mad at me? I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies. What if I-" Twilight said before her sandwich appear in her face.

"Ah, your food." The waiter said as he give Spike and Phantom theirs.

"Oh thank you. This looks so good. I'm sure everything will be much clearer once I eat." She said and pick it up.

They were about to eat when the saw ponies ran pass them.

"Em, madam, sir? Are you going to eat your food in ze rain?" The Waiter ask as he let ponies in.

"It's not raining. What's going on?" Twilight said and she look up.

"Hi there, best friend forever I've ever ever had. Enjoying the sunny weather?" Rainbow ask as she poke through the hole she made.

"Rainbow Dash, what are you doing?" Twilight ask her.

"Whaddya you mean? I just saw the smartest, most generous pony about to get rained on, so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace, that's all." Rainbow said.

"Rainbow, you're not trying to get extra consideration for the extra ticket by doing any extra special favors, are you?" Phantom ask her.

"_Me_? No no no, of course not." Rainbow said.

"Uh-huh." Twilight and Phantom said not believing her.

"Seriously, I'd do it for any pony.", Rainbow said before more ponies ran pass in the rain, "Heh heh, eh.

"Rainbow, I am _not_ comfortable accepting unwanted favors, so I'd appreciate it if you close up that rain cloud right now." Twilight said a little upset.

"Ugh _fine_" She said and zip it close.

"That better." Twilight said and lift her sandwich only to get rain on.

Both she and Phantom groan before they heard somepony else walk up to them.

"Twilight, Phantom, it's raining."

"No, really?" They said a bit sourly.

"Come with me before you two catch a cold." Rarity said and pull them away.

* * *

**Twilight Pov,**

We stood in Rarity home and shook the water off us. We turn to see that Rarity got hit by the water we shock off.

"Heh, heh, oops, sorry." We said, not meaning to get her wet.

"Oh no, it's quite all right. After all, we are... the best of friends, are we not? And you know what the best of friends do?" Rarity said and ask

"Uh," We said a bit confuse.

"_Makeovers_!" She said and pull us both into a wardrobe.

"Ugh, Rarity, ow, this really isn't fixing it. I mean, thank you but, ooh, _that's too tight_." We said as Rarity put us in the same thing, though mine had a saddle while Phantom was a backpack.

"There. Oh, you're simply _darlings_." Rarity said.

"Uh, yeah, it is kinda pretty, isn't it?" I said looking over it.

"Hm, not sure about the backpack, but hey! It not bad at all." Phantom said smiling.

Spike stick his claw in his mouth and Rarity walk up to him.

"And _you_. Oh Spike, I have a dandy little outfit for the dashing gent." She said before pull him into a wardrobe.

"D-ah, ow, oh, hey, wow, watch it, _whoa_!" Spike said before he appear in a different suit that even gave him a wig.

"HAHAHA! Looking good Spike." Phantom laugh.

"Oh, Spike." I giggle.

"Now you just need a hat." Rarity said and place on on him.

"Ugh, I told you, I don't want any part of this girly gala gunk, see you back at the library." Spike said and ran off.

Rarity laugh before saying, "Oh, who needs him anyway. This is all about _you two_, and how fabulous you'll both look at The Grand Galloping Gala."

"Wait, The Grand-" I started to say but Rarity went on.

"And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T. We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. All eyes would be on us, and then everyone would finally know, the most beautiful, most talented, most sophisticated pony in all of Equestria is Rarity the unicorn. Ah, and Twilight Sparkle and Phantom, of course." She said but we could see what she was doing.

"I see what's going on. You're just buttering me up so I give you the extra ticket. Well it's not gonna work. You're going to have to wait for my decision just like everyone else. Now if you'll excuse us, We've been trying all day just to get some _lunch_." I said, both of us taking off the uniforms and walking out but was stop when Applejack appear.

"Did somepony say lunch?" She ask and pull us outside.

"You've got to be kidding me!" We yell as we saw the cart full with food.

"I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, apple crumblers, and apple Brown Betty. Uh, the dessert, not my auntie. What do you say there, best friend?" Applejack said showing us all the food which just made our stomachs growl.

"Is that a yes?" Applejack ask.

"No. _No._ I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide. In fact, I'm less sure now than I was this morning. Ugh!" I said and ran away.

"So, that's a maybe?" I hear Applejack say as Phantom growl and follow me.

* * *

**Phantom Pov,**

Me and Twilight walk to the library, both of us upset.

"Ugh, I never thought being showered with favors would be so _aggravating_." Twilight said.

"Can't the just leave us lone for more then ten seconds so we can eat!" I yell as we open the door and saw Fluttershy cleaning the library.

"Fluttershy, not you too?" She said as I face hoof.

"Oh, well, hello Twilight, Phantom. I hope you don't mind, but we're all doing a little spring cleaning for the both you." Fluttershy said as the room sparkle.

"It Summer." Twilight pointed out as I nod in agreement.

"Oh, well, better late than never, right? It was Angel's idea." Fluttershy and we saw the white rabbit making us some salad.

"You're not doing this for the ticket, are you?" I ask.

"Oh no, I'm doing this because you're my very best friend. Right Angel?", Fluttershy said before Angel look at her, "Oh, yes, we _are_ just doing this for the ticket."

"No, no, no! Well, this was all very nice of you and Angel, but I'm not accepting any extra favors until I've made my final decision, so I'm going to have to ask you to leave." Twilight said and open the door.

"SURPRISE!" We heard and was pull outside.

We where throw into the air as we heard Pinkie sing another song.

"Twilight and Phantom are my bestest friends. Whoopie, whoopie!"

"Pinkie..." We said.

"They're the cutest, smartest, all around best ponies, ponies!" Pinkie continue.

"Pinkie." We said again.

"I bet if I throw a super-duper fun party, party!" Pinkie sang some more.

"Pinkie!" We said louder.

"They'll give her extra ticket to the Gala to me!" Pinkie sang at a high note.

"_PIIINKIIIE!_" We shouted and fell to the ground.

"Yes Twilight and Phantom?" Pinkie ask us.

"One, you don't have to throw a party to get the ticket! And two, At least the other ponies _tried_ to be subtle about the ticket." I said getting really fed up with what was happening.

"Wait, what ticket? What gala?" An pony ask

Both mine and Twilight eyes widen. We forgot that the other ponies didn't know about the tickets.

"Oh, you didn't know? Twilight has an extra ticket to the Grand Galloping Gala!" Pinkie said smiling.

_"The Grand Galloping Gala?" _The ponies shouted and started to throw favors at us.

We try to get away but was trap when they surround us.

"What are we gonna do?" Spike ask.

"We're... gonna... _run_!" We shouted and ran as fast as we could.

We first hid behind a cart but was found and ran again, then we disguise as a couple taking a baby on a walk. The Ponies ran pass us and we ran once more. No matter where we went, the ponies was close behind. We where corner and shower with more favors. Finally, me and Twilight cast a spell that teleport us back to the library and Spike look burn.

"Ugh, warn me next time you're gonna do that." Spike said.

"I didn't even know it was gonna happen. Now quick, lock the doors." Twilight said.

We ran around closing the windows, locking the door and turning off the lights. Just as we thought it was over one of the lights turn on and we saw our friends.

"OH COME ON!" I shouted as Twilight scream.

"I can't decide, I just can't decide. It's important to all of you and I just can't stand to disappoint any of you, and giving me gifts and doing me favors won't make any difference, because you're all my friends and I wanna make you all happy and I can't, I just _can't_!" She said and lay on the ground.

"Twilight, sugar, I didn't mean to put so much pressure on you, and if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't feel bad, I promise." Applejack said walking up.

"Me too. I feel just awful that I made _you_ feel so awful." Fluttershy said.

"And me too. It's no fun upsetting your friends." Pinkie added.

"Twilight, it was unfair of me to try to force you as I did." Rarity said also feeling bad.

"Yes! That means the ticket is mine. Ha ha, I got the ticket, I got the ticket-" Rainbow sang before we gave her a sour look.

"You know, I haven't perfected my signature moves for The Wonderbolts anyway. I don't need that ticket either." Rainbow said.

"We all got so gun-ho about going to the gala that we couldn't see how un-gun-ho we were making you." Applejack said.

"We're sorry Twilight." They all said.

"One thing I don't get is why you didn't try to get the ticket, Phantom." Rarity ask me.

"As I said before, they're Twilight's tickets so she get to make up her mind. Plus, there no point trying to make her choose. If I would done that, then I be a horrible little brother." I said.

Twilight smile and said, "Spike, take down a note."

Spike pull out a scroll and waited.

"_Dear Princess Celestia, I've learned that one of the joys of friendship is sharing your blessings, but when there's not enough blessings to go around, having more than your friends can make you feel pretty awful. So, though I appreciate the invitation, I will be returning both tickets to The Grand Galloping Gala." _Twilight said.

"WHAT?!" Everypony expect me shouted.

"If my friends can't all go, I don't wanna go either." Twilight said.

"Heh, that nice of you Twilight." I said and hug her.

"Twilight, you don't have to do that." Applejack said surprise.

"Nope. I've made up my mind. Spike, you can send the letter now." Twilight said.

Spike open the window and send the letter. It disappear and I hug my sister once more.

"Now you won't get to go to the gala either." Fluttershy said feeling.

"It's okay, girls. I couldn't possibly enjoy myself without my best friends there with me, so I would rather not go at all." Twilight said.

"Same here." I agree.

We hug and notices that Spike look like he was going to throw up.

"Well wallop my withers, Spike. Isn't that just like a boy? Can't handle the least bit of sentiment.", Applejack said before Spike belch up two letters, "Whoa Nelly!"

"A letter from the princess? That was fast." Twilight said.

"Why did she send two?" Fluttershy ask.

Spike open one letter and read, "_My faithful student Twilight, Why didn't you just say so in the first place?_" Six tickets to The Grand Galloping Gala."

The girls gasp as I grab the second letter and saw it was from Luna.

"_My newest Student Phantom, I have send you one as well._" I read and saw my own ticket.

"Wow! Phantom coming too!" Pinkie said as I smile.

"Now we can all go." Twilight said before our stomachs growl.

"Heh, heh, we still haven't eating since this morning." I said as we smile sheepishly.

"Allow us to treat you two to dinner." Rarity said as she open the door and took her ticket.

"What a great way to apologize." Rainbow said as she took hers.

"And to celebrate. Come on everyone, the cupcakes are on me." Pinkie said as she took hers.

Soon everypony had their ticket expect Spike.

"How come I don't get a ticket to the gala?" I heard him said before burping up another letter.

"_And one for you, Spike._" He read and took his ticket and ran outside laughing.

I follow and saw him stop near Applejack and said ," I mean, _gross_, I have to go too?"

I smile and shook my head. Spike ran off still laughing. I turn off the light and lock the door. I follow after my friends knowing that the Gala was going to be the talk of the town.

* * *

Here The Ticket Master. Phantom is the only one that does not try to get the ticket because he want Twilight to make the choice. Up next is Applebuck Season and Etrigan doing that one. Is everyone liking this so far? Please review.


	4. applebuck season

**ETRIGAN THE DEMON here as you know phantom fan 21 did last chapter and what a fine job he did anyway I'm doing this chapter so enjoy**

* * *

**Episode 4 **

**Applebuck Season **

**Applejack's pov**

"Boy howdy I got my work cut out for me! That there's the biggest crop of apples I ever laid eyes on." I said.

"Eeyup", Big Mac agree, "too big for you to handle on your own."

"I have to agree with Big Mac, Applejack." Phantom said.

"Phantom? What are you doing here?" I ask with a smile.

"I heard Big Mac hurt himself so I came to give him some muffins as a get well gift and maybe help, if that's okay." He said smiling back and levitating some muffins behind him.

"Thank you for the offer and muffins, but I can do this on my own." I said with a smile.

"If you insist, get well soon Big Mac. See you later, Applejack." he said before walking off.

"That was nice of him." I said with a blush.

"Eeyup.", Big Mac agree, "but still you should take his offer. If for no other reason then so you can talk."

"Come on Big Mac I haven't met an apple orchard yet that I can't handle." I said before realizing that I poked his bandages.

"Oh sorry.", I said, "I'll take a bite out of this job by day's end biting off more than you can chew."

"Is just what I'm afraid of." Big Mac said.

"Are you saying my mouth is making promises my legs can't keep?" I ask, eyebrow raised

"Eeyup." He said.

"Why of all the... this is your sister Applejack remember? _The loyalist of friends and the most dependable of ponies_." I said.

"But still only one pony." Big Mac said, "and one pony plus hundreds of apple tree's just doesn't add up. I think you should get Phantom's help, he asked after all.

"Don't use your fancy mathematics to muddle the issue.", I said, "I could handle this harvest and I'm gonna prove it to you I'm gonna get every single apple out of those tree's this Applebuck season all on my own!" I declared before gulping.

Then I remembered Phantom's offer, thinking back I realized that he was like a male Fluttershy and smiled.

Walking through the trees, I said to myself, "Well I better start kicking these apples aren't going to shake themselves out of the trees."

I was about to get started when the ground started shaking and an apple hit me on the head

_'Oh no!'_ I thought before running towards Ponyville.

* * *

**Phantom's pov**

Walking through town, I wonder how Applejack was doing. On thinking about how cute she was, I started blushing. Then the ground started rumbling. Seeing every pony run and hide in their houses my only thought was I hope Applejack's okay. Watching Rainbow Dash fly up, I looked where she was looking seeing a dust cloud.

We yelled, "Stampede!" before running off. Well, Rainbow Dash ran, I tore off towards the entrance to Ponyville to prepare a shield.

"Hey everypony, this makes my voice sound silly." Pinkie said shaking with the ground.

"Pinkie pie are you crazy? Run!" Twilight before spotting me.

"Where are you going Phantom?" She asked me.

"I'm going to the entrance of Ponyville to prepare a shield to try and stop them." I said, before wondering how Sweet Apple Acres was faring.

"You can't Phantom, your magic is not powerful enough." My sister told me.

"Then I must use my other magic." I said.

But before I could try, we saw Applejack and her dog run along side the cows.

"Yeah! Go Applejack!" We all shouted.

* * *

**3rd person view**

"Yee Haw!", Applejack yell, "go the other side Winona, put 'em up girl."

Rarity gasped and covering her eyes while pinkie started eating some popcorn she got from somewhere. Looking at her, Phantom and Twilight rolled their eyes before turning back to the stampeding herd.

"Come on little doggy turn!" She yelled before whistling.

"Winona put 'em up!" She said before jumping on top of one of the cows near the front.

With her lasso swinging it round she threw it round the leader's neck before jumping off and pulling forcing her to steer the herd away from Ponyville. Seeing her save the town caused everypony except me to cheer. I was to busy thinking about how beautiful she was and how I could return the favor.

"Hoo wee!", She said before tossing the rope away, "now what was that about?"

"Mooo hm hm hm.", said the lead cow, "oh my begging your pardon Applejack, but Morielle here saw one of those nasty snakes. Ignoring the other cows jumping and just gave us all the willies don'tcha know?"

"I completely understand, but next just try and steer clear of Ponyville." Applejack said.

"We certainly will Applejack, so long Winona." she said.

Walking into town, we ran up to her glad she was alright.

"Yee haw! Yee haw! Ride'em cow pony!", Pinkie Pie said copying her, "Applejack, was just so so appletastic!"

"Exactly!", finished the mayor, "We must do something for Applejack as a thank you for single hoofedly saving the town."

"I don't know about the rest of you but I know what I'm doing." Phantom said before walking off.

_'Huh, I wonder what's his plan?'_ Twilight thought watching her brother leave.

"I know!" Pinkie said, "a party!"

**Later...**

"We all ready Twilight?" Rarity ask.

"Almost just one last thing.", She said before attaching a banner to front hall. "now we're ready.

"By the way, have you seen your brother anywhere?" Rarity ask.

"I haven't seen him since yesterday, so no I haven't." Twilight said.

"Maybe he went to visit Big Mac and the rest of the apples." Rarity said before it dawned on her.

"I know what he's doing." She said, smiling.

"Really? Well what is it then?" Rarity ask.

"I'll confirm it with him when I see him.", Twilight said, "is Applejack all set?"

"Actually, I haven't seen her all week nor have I seen Phantom." Rainbow Dash spoke up.

"Not since the stampede." added Pinkie Pie.

"But she'll be here for sure! Applejack is never late." Rainbow Dash said.

**Later...**

Phantom and Applejack watch from the bridge as Twilight begins to speak. Yawning, Applejack said, "Thanks for the help Phantom."

"It was the least I could do after you saved the town.", Phantom said, smiling before yawning deeply, "well, I'll see you later Applejack, I'm going to get some sleep."

"See you later Phantom." Applejack saod before turning back to the stage.

"For helping us in matters great or small..." she heard from Twilight. Smiling, she sat down to see what the others will say. Twilight would have kept going, but was interrupted by Rainbow Dash praising her skills with a rope. Looking down, she yawned again before looking at the stage. What Pinkie Pie saying how she'll help with the baking in the shop, smiling. (**AN:** yeah let's just skip ahead to the mayor)

"Ahem," The Mayor said, "and so with no further ado, it is my privilege to give the prize pony of Ponyville award to our beloved guest of honor. A pony of the up most trustworthiness reliability and integrity Ponyville's most capable and dependable friend, **Applejack!**"she finished, pointing at the curtains opening showing nothing. Ponyville stopped cheering while staring at the empty spot.

"I'm here." said a familiar voice.

"Sorry I'm late." she said before yawning

"Sorry, did I get your tail Miss Mayor?" Applejack said, "I'd like to thank you kindly for this here award. Thingy it's so bright and shiny and I sure do look funny she chuckled looking in her reflection. (**AN: **this part makes me feel uncomfortable so I'm just going to skip ahead the first time twilight offers to help)

Applejack was kicking trees like she said. After kicking the third tree she nearly dozed off. Snapping awake she tried to kick it again kicking over a basket of apples.

"Whoops!" She said before walking over to pick them up.

_'What is that earth pony doing?'_ Twilight thought as she walk up to her.

"Hey, Applejack!" she called before seeing her fall asleep.

"Applejack!" she called again before teleporting in front of her and yelling, "Applejack!"

Shaking awake, Applejack looked at her before smiling.

"Howdy Twilight." she said before walking to another tree.

"What is all this?" Twilight asked.

"It's Applebuck Season." Applejack said, walking to another tree.

Teleporting in front of her, Twilight ask her, "Applewhat season?"

"It's what the apple family calls harvesting time.", Applejack answered walking to another tree, "we gather all the apples from the trees so we can sell them."

"But why are you doing it all alone?" Twilight ask worriedly.

"Because Big Macintosh hurt himself." Applejack answer.

"But what about all those other apple family members I met when I first came here?" Twilight ask, wondering where those ponies were.

"They were just here for the Apple Family reunion.", Applejack said, "they actually live all over Equestria and their busy harvesting their own orchards, so uh I'm own my. but Phantom was nice enough to drop by with some muffins for the family and even helped me buck some of the trees. Last I saw him he went to the library to get some sleep. We've been working for a week, how is he by the way?"

"Still sleeping Applejack." Twilight deadpanned.

"Well it's probably for the best. No offence, but unicorns don't have the stamina or strength of earth ponies. I'm impressed he made it that long, but any way we were working all week. So I need to get back to work." Applejack said.

"Fine." Twilight said.

Moving swaying slightly, Applejack said, "Could you please move out of the way Twilight?"

"I just did.", Twilight said from beside her, "Applejack, you don't look so good, are you okay?"

"Now don't none of you three worry none, I'm just fine and dandy." Applejack said.

Teleporting in front of her, Twilight asked, "Do you want some help?"

"No way, no how! From what you said, Phantom has been asleep for nearly a week. I can't allow that to happen to anyone else." Applejack said.

"But you can't possibly do it on your own!" Twilight said worried.

"Is that a challenge?" Applejack ask.

"Uh... no?" Twilight said.

"Well then I'm gonna prove to you that I can do it!" Applejack said.

"You already lost that by allowing Phantom to help." Twilight pointed out.

"Well at least he was up front about it instead of giving me a trophy. He came and helped me and the rest of the apple family, now if you'll excuse me I've got apples to buck." Applejack said, walking towards a tree.

Looking after her, Twilight wondered what has she gotten herself into.

**The next day**

Rainbow Dash was patiently waiting for Applejack (impossible) on a fence. Hearing her stop next to the fence, Rainbow Dash turned and said, "About time!"

Yawning, Applejack said, "I'm mighty sorry Rainbow. I was busy applebucking and I closed my eyes for a second and when I woke up, I was late so what's this new trick of yours?"

"See this contraption?" Rainbow Dash said pointing to a see saw with a tower next to it.

"Uh, yeah." Applejack said sleepy.

"Well, I'm gonna stand on one end and your gonna jump from there on to the other, launching me into the air faster then I can take off on my own, where I will do all sorts of flips and spins and tricks that are sure to impress the Wonderbolts!" Rainbow Dash said excitedly.

"Ah isn't that a might dangerous?" Applejack ask her.

"Heh not for a pony who can fly." Rainbow Dash said, before standing on the down end of the seesaw.

Climbing to the top of the tower, Applejack suddenly felt very high up.

"Are you ready jump?" shouted Rainbow Dash.

Applejack jumped only to splat on the ground.

"Maybe I wasn't clear enough you need to land on the other end." Rainbow Dash said, walking up to applejack.

Pulling her face from the ground, Applejack dizzily said, "Got it!" before landing on the ground many times. After doing that for a while...

"Applejack!", Rainbow call, "what the hay is going on?" I thought I was working with Ponyville's best athlete?"

Shaking her head, Applejack said, "You are! I'm just a little worried about Phantom that's all. I'm okay really, I have an idea watch this."

Applejack pull down the other end of the lever. Seeing Rainbow Dash's deadpan expression, Applejack said "Maybe not. Here one more try."

Climbing back up, not hearing the thud of Rainbow Dash hitting the ground. Looking over she chuckled before jumping on to the lever.

_"Applejack!"_ Rainbow Dash shouted as she flew through the air.

"Your welcome!" Applejack called after her.

**At the Library**

Feeling something crash into the platform, Twilight she looked up from her reading to see Rainbow Dash hanging over the railing.

"Can I help you?" She ask.

"I think some pony else needs your help." She said.

"Applejack?" Twilight ask.

"Yep." Rainbow Dash said before turning and seeing a familiar set of black hooves.

"Hey Phantom, how you been?" she said before falling into unconsciousness.

* * *

**Phantom's pov**

I look at my sister as she looked at me.

I sighed, she stayed up too late again.

"Come on, Twilight we can put her in my bed." I said, picking up Rainbow Dash.

We put her in my bed and after making sure nothing was broken, we put her wings in a comfortable position.

I then turn and said to Twilight, "You get the others to talk about this, I need to go talk to Applejack."

**Sweet Apple Acres**

Seeing Applejack do all this work no help made me feel, well, bad. Even though I knew she asked for it like this, using my magic I took of the baskets she was wearing and put them on my back.

"Applejack.", I said, "we need to talk."

"Hey Phantom, how you feeling?" She said turning to me.

Seeing her face, I frowned at her. Her mane was a mess, her eyes looked out of focus and she had bags under them. Before entering, I encountered one of her ancestors, he told me to help her no matter what as this was not the first time somepony has done this.

"Applejack, I know you mean well, but you need to get some sleep." I said.

"Why?", she ask, "I'm doing fine."

"Because this is not good for your health and if you won't get it willingly, I will have to force you." I said.

"I need to finish this Applebuck season and if you won't help me then stay out of mah way." She said growling at me.

Shaking my head, I used one of the sleeping spells Luna taught me. Putting her on my back I took her to the library, where Rainbow Dash was sure to have woken up.

**The Library**

Seeing Rainbow Dash still hadn't woken up, I gave her a little shake. I stepped back seeing her wake up. I watched her look around before remembering where she was. I saw her look down before seeing a blush cover her cheeks. Chuckling out loud I watched as she looked at me, her blush covering her face. Picking her up I moved her downstairs with the others. Then I put Applejack in the bed making sure her hat was right. Beside smiling, I watched her before realizing what I was doing. Heading downstairs I sat with the others.

"Twilight I'm going to the farm to explain everything and keep the job going. I want you to stay here make sure she stays in bed until then." I said

"Okay, Alright Phantom!" She said.

"Fluttershy, you can help too? Here use this spell if she tries to get up. It's a sleep spell, that's how I got her here in the first place. The rest of you are coming with me. We're going to buck some apples." I said, hearing a chorus of yes's.

I teleported everypony except Twilight, Fluttershy and Applejack to Sweet Apple Acres.

**Sweet Apple Acres**

"Alright you start bucking. I'll explain everything to Granny Smith, Big Mac and Apple Bloom, alright?" I said.

"Right." The others said before heading off.

Walking up to the front door, I hoped they didn't overreact, knocking. I waited for someone to open the door.

"Hello Granny Smith.", I said, "may I come in? It concerns Applejack."

"Oh sure let me call the others, Big Mac! Apple Bloom! come here! Phantom's got some news about Applejack!"

Seeing them all sit down I proceeded to explain that Applejack was overworking herself she needed some sleep.

"I'm sorry I took her without warning, but I was the only one she trusted not to ask her if she wanted help." I said.

"So where is she then?" Apple Bloom ask.

"She's back at the library sleeping. I used a neat little sleeping spell I was taught. Twilight and Fluttershy are watching to make sure she doesn't do anything stupid. The rest of us are doing the apple bucking." I answered then notices something was missing from Big Mac.

"Hey Big Mac, you got no bandages!" I exclaimed.

"Nope!" He said smiling.

"Well then if your good to go, we could use your help." I said.

"Eeyup." he said.

"Apple Bloom, Granny Smith, if you want you can go visit Applejack. Big Mac will show us where everything is." I said with a grin.

"Alright then Phantom, have fun." Granny Smith saod as she began the walk to Ponyville with Apple Bloom.

"I will!", I called back waving goodbye, "Come on then Big Mac, we got work to do."

"Eeyup." he said before running into the orchard.

* * *

**The Library **

**Applejack's pov**

Waking up, I realized I had fallen asleep again.

"Gosh darn it!", I said, "well those apples aren't going to buck themselves."

I prepared to climb out of bed... wait a minute... bed? Looking around, I realized this wasn't Sweet Apple Acres, this was the library. Getting up, I looked around again and saw who's bed I was sleeping in. A massive blush came over my face when I heard talking downstairs. Going down, I saw Fluttershy, Granny Smith, Apple Bloom and Phantom's sister, Twilight.

"Granny Smith, Apple Bloom, what are you doing here?" I ask.

"Ah well, Phantom told us that you were overworking yourself. He said he heard from one of your ancestors that this was not the first time it happened in your family line. It skips one generation before it happens again." Granny Smith said.

"He knocked you out with a sleeping spell and brought you here." Twilight said.

Remembering where I woke up, my blush returned with reinforcements.

"By the way Applejack, your supposed to be in bed." Twilight added.

"Where's Phantom?" I asked.

"He and the others are bucking the apples you haven't down yet." Apple Bloom said.

"Not anymore!" said a familiar voice with a chuckle.

"We just got done, now what did I say about keeping her in bed?" Phantom said.

"She got out while we where taking to Granny Smith and Apple Bloom." Twilight told her brother.

"It's fine but now I need to talk to her alone." he said.

"Alright." said the others before watching me follow Phantom up the stairs.

* * *

**3rd person pov**

When they got up there, Phantom turned with a cross look on his face.

"What were you thinking?!" He said loud enough to get the point, but not loud enough to alert the others.

"I thought I could do it without help." She said quietly.

"And look where it got you! Arguing with your friends, launching Rainbow Dash into the platforms railings and accepting no ponies help, but mine!" He said.

"You were over stressed! You need to let ponies help once in a while, do you understand?" He said softer then when he started.

"Yes, I do." Applejack said feeling guilty about what she done.

"Great.", He said giving her a hug, "we where worried about you, all of us."

"One last thing." She said giving him a kiss on the cheek.

"Thank you." She said before walking downstairs, leaving him in complete silence.

"Well come on every pony, it's time to go home." she said.

"See you tomorrow Applejack!" the rest of her friends said, waving goodbye.

"And thank you all for helping us get Applejack back." Granny Smith said to the others.

"No problem." The rest of the Mane Seven said minus Phantom.

Looking up stairs, we see Phantom with a hoof on his cheek blushing and smiling. While he looked out the window seeing the moon give him a wink.

Back down stairs Twilight got letter ready to send to Celestia.

"_Dear Princess Celestia,_

_My friend Applejack is the best friend a pony could ever have, and she's always there to help any pony. The only trouble _is_, when she needs help, she finds it hard to accept it, so while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer. And I think Phantom might have a little something for her. But I can't wait until he ready._

___Your faithful student, __Twilight Sparkle."_

Twilight had Spike send it before Phantom let an loud, "YEE HAW!"

* * *

**Alright! Thank you for reading this. I'm sorry if it's not completely accurate, but this is how we do it with an oc character. O****ne last thing, me and Phantom Fan 21 are having some issues with a future episode ****and we need your help. Phantom is getting a pet and we need your suggestions on animals for him to have. He and Twilight are not sharing the owl. **

**A****lright we await your suggestions the animal species. Who can not be Phantom's pet are a ****dog, ****alligator, ****owl, ****cat, ****turtle, ****rabbit, and ****cockatrice**

**Anything else is fair game. Give us your best suggestions ETRIGAN THE DEMON OUT.**

This is Phantom Phantom Fan 21, the pet choice will go on until we reach May the Best Pet win. And to be fair there will be time we will have little to no Phantom being in the chapters. Once more I got the next two chapters, But I mainly want to do Boast Busters. Once those chapters come. You'll will see how it works. Please give us your animals thoughts and review.


	5. griffon brush off

Here we go, Griffon Brush off. Now there going to be a little something I thought of and it will be show more in Heart and Hooves Day episode. A start of a Love Triangle between Phantom, Applejack and Rainbow Dash. We saw we got a few pet choices and we will keep track. There will be one pet choosing once May the Best Pet Win is started. Whoever pet will be pick we will thank. Now enjoy something that not only an funny chapter but how notices old friends might at towards your new friends.

* * *

**3rd Person**

It was a nice day at the Ponyville Park. Twilight was reading a book as Pinkie was explaining what Rainbow Dash was doing when she saw her.

"Hoof-biting action overload! She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down-swoosh-and right before she hit the ground-shoom-she pulled up-vrrrmmm!" Pinkie said excited.

"Uh-huh." TWilight said not really listening.

"And then she looped around and around like whoo, whoo, whoo, whoo, whoo, whoo, whoo!" Pinkie move her head around really fast.

"Uh-huh." Twilight said again still not listening.

Pinkie was about to go on but spotted Rainbow flying over her.

"Rainbow Dash!" Pinkie said and ran after her.

Twilight sigh and went back to reading in peace.

Rainbow look down and saw Pinkie.

"_Pinkie Pie_? Not again." Rainbow groan and started to fly faster.

"Rainbow Dash." Pinkie said.

"Not now, Pinkie Pie." Rainbow said noting wanting to deal with the pink mare.

"But, but Rainbow Dash–" Pinkie try to say.

"I'm in the middle of something." Rainbow said trying to get her to leave.

"But–" Pinkie try again.

"I said not now-" Rainbow was so busy trying to get Pinkie to leave her alone that see didn't see where she was going and crash.

"I was gonna tell you to look out for that mountain." Pinkie said as Rainbow groan.

Later...

Rainbow was napping on her cloud as Pinkie hope though Ponyville.

"Hi, I'm looking for Rainbow Dash. Have you seen her?" Pinkie ask a group of Ponies.

Rainbow her Pinkie and try to hind in her cloud.

"Hi there, have you seen Rainbow Dash? Okay, thanks anyway." Pinkie ask another pony.

"Twilight, have you seen Rainbow Dash anywhere?" Pinkie ask her.

"Isn't she up there?" Twilight said.

"Rainbow _Dash_." Pinkie call out in a sing along voice.

Rainbow quickly flew off with Pinkie hopping behind her.

Rainbow flew until she reach Sweet Apples Arcs. She peek out from behind the farm and saw not trace of the pink happy mare.

"Phew. That was close." She said and turn around.

"Hi." Pinkie said and Rainbow scream and flew off again.

She didn't stop until she reach the Library. She flew into the leaves and look out to see if Pinkie was close by. She didn't notice Phantom by the window and Pinkie appear again.

"Hi again!" She said and Rainbow flew out.

Phantom walk out and notices Pinkie hopping away. Wondering what his friends was up to, he follow them.

Rainbow flew over a open field as Pinkie hop after her. Rainbow was actually hiding behind a cloud and tip hoof away until she made it to the lake.

She thought is was safe until she heard, "I need a favor, Rainbow Dash."

"Waaa-oh, forget it." Rainbow said knowing that she can't lose Pinkie Pie.

"I _totally_ promise it'll be _totally_ fun." Pinkie said happily.

"Okay." Rainbow sigh.

* * *

**Phantom Pov,**

I had a little trouble keeping up with the fastest Pegasus I met and a pink mare that does strange things but I found them at the Town Hall. I watch as Rainbow move a cloud around as Pinkie was trying to find a place for it.

"Over to the right. No no, a little to the left. Oh wait, back to the right. Now a little leftish while staying rightly. _Stop_. Hmm. Maybe a few inches to the south. Now a couple centimeters north. Okay. One more smidgimeter to the-" Pinkie said before Rainbow lost it.

"_Pinkie Pie_!" She shouted.

"Uh, I mean, perfect."Pinkie said as I reach them.

"What are you two doing?" I ask them.

"Oh, we're just getting a surprise ready." Pinkie said and ran up to the window.

I look in and saw Spike getting scrolls. I was quick to realizes what they were doing and decide to play along. Spike walk up and Pinkie wave her hoof. Rainbow kick the cloud and the sound of thunder scare him. We all waited before Spike started to hiccup.

"Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie laugh.

Soon I started to laugh as well.

"Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie said.

Spike laugh and said, "Good one, Pinkie "hiccup" Pie. "hiccup" You're always pulling a fast one "hiccup" on me."

"HAHA, don't forget to get rid of them first Spike." I said as he pick up a scroll.

Spike hiccup and made his flames shoot out and send the scroll to Princess Celestia.

"Oh no, you're not hurt are you?" Pinkie ask worry that the prank might have gone too far.

"Ne-"hiccup"-eh, don't be "hiccup" silly, dragons are "hiccup" fire-proof." Spike said and pick up the scrolls.

"Oh, Okay." Pinkie said as we laugh again.

His next hiccup send the ones he had to Celestia and added, "I wish the same thing "hiccup" were true with scrolls.

We laugh even more as Spike try to pick up the scrolls but kept sending them to Celestia.

"Have you ever _seen_ anything more hilarious?" Pinkie ask.

"I can think of _one_ thing." I said and gave the signal.

Rainbow kick the the cloud and scare Pinkie into having the hiccups as well.

We all laugh again as Pinkie hiccup.

"I didn't take you for a prankster, Pinkie Pie nor you Phantom." Rainbow said.

"HA, I use to prank Twilight all the time when we were young! It was too funny to see her fall for the same prank every year!" I laugh.

"Are you "hiccup" kidding? "hiccup" I love to pull pranks. It's all "hiccup" in good fun, and Pinkie Pie lo-"hiccup"-oves to have "hiccup" fun!" Pinkie said with the hiccups.

"You know Pinkie Pie, you're not as annoying as I thought. You wanna hang out?" Rainbow said and ask.

"That'd be "hiccup" I'd really "hiccup" When do "hiccup" I mean "hiccup" When would you "hiccup"." Pinkie try to said but jump every with each hiccup.

Rainbow shook her head and held up her hoof to stop Pinkie.

"A simple nod will do." She said and Pinkie nods.

"Mind if I join in? It been a while since I pull off any pranks." I ask.

"Sure, welcome to team." Rainbow said.

* * *

**3rd Person Pov,**

Pinkie, Rainbow, and Phantom ran out from Sugarcube corner with all the pranks they had in mind. There first target, Rarity's Place. Pinkie ran the the doorbell as Phantom cover the flowers with a pink power before Rainbow set them down and they ran off.

"Is she even home?" Rainbow ask.

"I don't know. This is gonna be gold." Pinkie answer.

"There she is." Rainbow said seeing Rarity open the door.

"Shh, shh!" Phantom shush them.

The watch as Rarity saw the flower and bend down to smell them. She move back up before seeing a pink power on her nose that made her sneeze. She hear laughter and saw Pinkie, Rainbow, and Phantom walk out of their hiding place with Rainbow holding up Sneezing Power. Rainbow and Phantom ran off with the power getting on Pinkie who sneeze after them. Rarity smile, know that those three were just having fun.

**At the Library,**

Twilight was making a potion and was write downs notes. She turn away and miss seeing the notes disappear as she added what was need. She turn back to see the the scroll was blank and she look back and forth before the potion made a small pop noise and she hear laughter. She look her window and saw Rainbow, Pinkie and Phantom laughing with Phantom holding up a invisible ink bottle. Twilight walk away as the three continue to laugh.

"HAHAHAHA! Every year! I love throwing this on her!" Phantom told as they laugh ever more.

**At Sweet Apple Acres,**

Applejack walk out of her barn, ready to buck some apples but notices that all the Apples where different colors. She turn to see Phantom, Pinkie and Rainbow laughing. The three quickly ran as Applejack threw the apples them. One apple landed in a barrel of water and the color come off showing that they painted them. Applejack laugh as she got the prank.

**At the Lake,**

Fluttershy was busy feeding animals and didn't notices a fake one swimming her way. On the other side, Pinkie was ready with prank as Rainbow Dash look through the telescope.

"So, who over there? Who're we gonna squirt?" Phantom ask.

"Fluttershy." Rainbow answer.

"_WHAT_?", Pinkie shouted, "Nononononono, we _can't_ prank Fluttershy, I mean, she's _so_ sensitive. It'll hurt her feelings, even our most harmless prank."

Phantom nods in agreement. He spend some time with her and knows not to do anything to scare her.

"Yeah, you're right." Rainbow said, also agreeing. "Huh. We need another victim who's made of tougher stuff. So, who's it gonna be?"

"Oh," Pinkie said trying not to laugh, "I've got _someone_ in mind. The toughest around."

Phantom try hard not to laugh as he saw black ink around Rainbow eye.

"Oh, awesome. Who? Who? Do I know them?" Rainbow ask looking around.

"Let just say you close. _Really_ close!" Phantom said and pointed into the pond.

Rainbow look and saw what was on her eye. She land before looking over the pond.

"Hey, Phantom! Is that a ghost over there?" Rainbow ask.

"Huh?" Phantom ask and look.

"I don't see any." He said.

"I thought I saw a ghost, can't you use your other magic to see it?" Rainbow ask getting behind him.

"Rainbow, I can only see them if my eyes turn green...WHOA!" Phantom shouted as Rainbow push him in the pond.

Phantom pop up and saw Pinkie and Rainbow laughing. He glare at them before an surprise look appear on his face and was drag underneath.

"Come on Phantom, we know your faking." Rainbow said.

But the pond remain still. Rainbow and Pinkie started to get a bit worry and walk up near the edge.

"Um, Phantom?" Rainbow ask.

Then all of a sudden Phantom jump out of the water and let out a huge roar that scare both of them.

He land on the shore and laugh.

"Got ya!" He said and the other two started laughing.

The three Pranksters laugh until Celestia sun set, ending their day of fun.

Rainbow on the other hand look at Phantom and notices he was still wet. She look all over his body as water drip off him. She then felt something on her face and realizes she was blush.

_'Whoa!_ _Am I falling for Phantom?', _Rainbow thought, _'I must be crazy. There no way Twi would let me go out with her brother, but he is cute. AGH! Stop it Rainbow Dash!'_

* * *

**Pinkie's Pov**

The sun raise and I was on my way to Rainbow's house. I decide to Phantom later so the three of us can have fun again. I was wearing my goofy mask and blew my party hooter, until I reach Rainbow's House, well, Cloud house! What? Twilight and Phantom live in a tree, I live in a gingerbread like house, who say's you can't live in a cloud house, of course, if you were a pegasus.

"Rise and shine Rainbow Dash! It's a brand new day and we got a lot of pranking to- Ooh." I said before spotting some one new and it wasn't a pony.

"Mornin', Pinks." Rainbow ask said and flew down.

"Gilda, this is my gal pal, Pinkie Pie." She said to the guest she had.

"Hey. What's up?" She said.

"Pinkie, this is my griffon friend, Gilda." Rainbow told me.

"What a Griffon?" I ask confuse.

"She a half eagle, half lion." Phantom said ask he walk up.

"Morning Phant!" Rainbow said.

"Morning RD, Hello Gilda." Phantom said.

"You know her?" I ask him.

"No, I hear Rainbow say her name." Phantom told me.

"Gilda's my best friend from my days at Junior Speedster flight camp. Hey, remember the chant?" Rainbow said before asking Gilda.

"Sha, they made us recite it every morning, I'll never get that lame thing out of my head." She said.

"Sooo...?" Rainbow ask her.

Gilda sign and said, "Ugh. Only for you, Dash."

We watch as they flew up and said the chant.

"Junior Speedsters are our lives, Sky-bound soars and daring dives Junior Speedsters, it's our quest, To some day be the very best!"

I laugh as Phantom clap his hooves.

"Oh that was awesome, and it gave me a great idea for a prank. Gilda, you game?" I said then ask her.

"Huh. Well, I groove on a good prank as much as the next griffon. But Dash, you promised me we'd get a flying session in this morning." Gilda said and flew off.

"Yeah, uh, well, Pinkie Pie, Phantom, you don't mind, do you? Gilda just got here. We'll catch up with you later." Rainbow ask.

"Sure, go catch up." Phantom said.

"Oh. Um, well sure, no problem. Have fun you guys, I'll, uh, just catch up with you-later. " I said and blew my party hooter sadly.

"Come on Pinkie, we can throw some pranks while we wait. Besides I want to hear that ideas of yours!" Phantom told me as we walk back to Ponyville.

* * *

**3rd Person Pov,**

Rainbow and Gilda flew around Ponyville before landing on a cloud and laugh.

"Whoa, that was sweet. Just like old times." Gilda said as she got up.

"Yeah, only _faster_. So now what?" Rainbow said then ask.

"Hey there." Pinkie said as her head pop though the cloud.

"Huh?" Rainbow and Gilda ask confuse.

"It's later. And I caught up." Pinkie said before we see that she was using a trampoline.

"Pinkie Pie, you are so random." Rainbow laugh.

Gilda, however, was not happy.

"Hey Dash, think you got enough gas left to beat me to that cloud?" She ask.

"A race, huh? You are _so _on!" Rainbow said and they got ready.

"One, two, three, _go_." Gilda said and they both flew off.

_"Hey!" _Pinkie shouted.

Rainbow and Gilda flew through and turn to each other.

"I win, As if, I won, dude, No way, Yes way, Oh, come on, I was way ahead of you, Uh, I don't think so, Oh Geez, dream on, Remember back in camp? I–, There is no way you beat me, Whatever." The two argue before Pinkie spoke up.

"Wow guys, that was really close, but I think Rainbow Dash beat you by a teeny weeny itty bitty hair, or a teeny weeny itty bitty feather." She said floated with some balloons tie to her.

"Hah, see? Good thing Pinkie Pie's here to keep you honest, _G_." Rainbow said as Gilda growl before she recover.

"Okay... Dash, last one to that cloud up there is a gnarly dragon egg. _Go_!" Gilda said and they both flew off.

Pinkie watch before she spotted Gilda was still behind.

"I think the high altitude is making you dizzy." She said and pop her balloons.

After Pinkie fell Gilda flew up to Rainbow and they both land on the cloud.

"Oh wow, you guys almost got away from me that time." Pinkie said surprising them.

Gilda turn to Rainbow Dash and ask, "So, Dash, got any new moves in your tricktionary, or are you 100% _old_ school?"

"New moves? Heh, sit back _G_, this is gonna take a while." Rainbow said and flew off.

Once Rainbow was gone, Gilda turn to Pinkie and said, "Hey Pinkie, c'mere."

"Yeah?" Pinkie ask as she got closer.

Gilda grab her strange copter and said in an angry voice, "Don't you know how to take _get lost_ for an answer? Dash doesn't need to hang with a dweeb like you now that _I'm_ around. You're dorkin' up the skies, Stinkie Pie, so make like a bee and _BUZZ OFF_."

She grab the blades and they stop but made her spin instead. Gilda let go and Pinkie flew off.

Rainbow land back on the cloud and said, "Try matching _that_. Hey, where's Pinkie Pie and her crazy contraption?"

"Eh, she left. Something about being _as busy as a bee_." Gilda said.

Pinkie was actually laying on the ground wondering why Gilda was being mean. She decide to talk to Twilight and Phantom about this.

**At the Library,**

"So Pinkie Pie, are you sure that this friend of Rainbow Dash is really so mean?" Twilight ask as she look for book.

She got over the prank that her brother pull on her and was listening to Pinkie problem.

"Strange. She sound like an okay griffon to me." Phantom said.

"Um, _yeah_. She keeps stealing Rainbow Dash away, she pops my balloons, and she told me to buzz off. I've never met a griffon this mean. Well, actually, I've never met a griffon at all, but I bet if I had, she wouldn't have been as mean and grumpy as Gilda." Pinkie said.

"You know what I think, Pinkie Pie." Twilight said to her.

"Hmm?" Pinkie ask.

"Well, I think... you're jealous." Twilight said.

"Twilight!" Phantom shouted.

"_Jealous_?" Pinkie ask in surprise.

"Green with envy. Well, in your case, _pink with envy_." Spike added his two cents.

"Not helping Spike." Phantom said.

"Well, yes. Jealous. Listen Pinkie, I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump. I mean, perhaps it's you, Pinkie, who needs to improve her attitude." Twilight said being honest.

"Improve _my_ attitude? But I... D... B.. It's Gilda that... D... Are you seri... AGH!" Pinkie started to say but cry out in frustration and left.

"Nice work sis." Phantom said sourly and follow after Pinkie as Twilight sigh.

* * *

**Pinkie Pov,**

I sat at table drinking my shake and thought about what Twilight said.

"Maybe Twilight is right. Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental jealous-jealousy-pants." I said before taking a sip from my drink.

I heard a familiar sound and quickly move to the other side of the table.

I watch Rainbow and Gilda fly through the air and her Rainbow talk.

"That was sweet. Ugh, I gotta take care of a few weather jobs around here. Shouldn't take long. Just, uh, hang out in town and I'll come find ya." She said as they both land in town.

"That's cool, I guess. I'm gonna go chow down." Gilda said.

"Later!" Rainbow said and flew off.

I watch as Gilda walk around and look at an stand that Granny Smith was near. I watch as she made her tail go through the vegetables and rub Granny Smith nose.

"Aaah! A rattler, a _rattler_! Run for the hills! Everybody forsake yourselves!" She said and try to run, but her old age made her slow too.

I saw Gilda pop up and laugh a bit before noticing a pony right next to her. She tap on of the veggies and said, " This stuff ain't fresh, dude."

"Aw, poor Granny Smith, she didn't know it was a joke. How mean. No, no, I can't misjudge her. It _was_ kind of a funny prank, I guess." I said feeling bad about Granny not knowing it was a prank but I didn't want to sound like I was still being a jealous judgmental jealous-jealousy-pants.

I then watch Gilda steal an apple when no pony saw her. I gasp at that.

"I _did_ misjudge her. She's not only a meanie mean-pants, she's also a thief. Nonononono, she might give it back. It's just a joke." I said before stopping myself.

I turn and saw Fluttershy leading some ducks down the path and ponies where staying out of the way. Gilda, however, did not.

"Alright little ones, this way, this way. Mama duck, you're free and clear." She said then bump into Gilda.

"_Hey_!" She shouted.

"Please excuse me." Fluttershy said.

"I'm walkin' here." Gilda said angrily.

"Oh, um, I'm sorry. I-I-I was just trying to..." Fluttershy try to say.

"_I'm sorry, I'm sorry.", _Gilda mock her, "why don't you just watch where you're going, doofus?"

"B-b-b-but I... I..." Fluttershy started to say but Gilda took an deep breath and roar.

He break was snap shut by a green glow but Fluttershy was already running and crying.

I turn to see Phantom with his horn glowing and his eyes green. I knew what happen, Phantom other magic is being use.

"AND WHAT IS YOUR PROBLEM?!" He shouted, letting her break go.

"What is it to you?" Gilda ask.

"I just so happen to be friends with that mare you scare off, She was just doing her job and you go and roar at her?!" Phantom said.

_'Wow! I never seen Phantom so upset before. It like he a whole new pony.' _I thought.

"Ugh, please, all these lame ponies are driving me buggy. I gotta bail." Gilda said and flew off.

I was just as angry as Phantom. I walk up to him and saw his eyes turn back to blue but her didn't cheer up.

"You were right Pinkie, Gilda is a meanie." He said.

"She's a grump, _and_ a thief, _and_ a bully. The meanest kind of mean meanie-pants there is. I can take it, but no one treats Fluttershy like that. _No_. _One_. This calls for extreme measures, Pinkie Pie style." I said ready to show Gilda what I was made of while Phantom look at me confuse.

* * *

**Phantom's Pov**

When I heard Pinkie said she was going use extreme measures, I didn't think she'll throw a party for Gilda. Still, when it comes to Pinkie, it hard to understand what goes through her head.

"Welcome, welcome. Welcome!" Pinkie said as ponies came in.

I look around and saw Applejack and Rarity talking.

"Who's this Gilda I've heard nothing about?" Applejack ask Rarity.

"I hear she's an old friend of Rainbow Dash. A griffon, so rare." Rarity told her.

I then turn to see my sister and Fluttershy talking as well.

"You've met Gilda, right? What's she like?" Twilight ask her.

I still felt upset about what Gilda did to Fluttershy. She had no right to roar at her.

"Oh, um, well, I'll tell you later, Twilight." Fluttershy said and walk up to Pinkie.

"Welcome. Welcome." Pinkie said as more ponies walk in.

"Um, Pinkie Pie, about this party for Gilda. Umm... Do you really think it's a good idea? I mean–" Fluttershy started to say but Pinkie smile.

"Don't worry your pretty little head about mean old Gilda. Your auntie Pinkie Pie's got it all taken care of." She said, rubbing her head and going back to welcoming ponies.

"I'm a year older than you." Fluttershy pointed out but Pinkie did hear.

I was about to walk up and ask if Fluttershy was ok when I hear that the guest of honor had arrive.

"Gilda! I'm so honored to throw you one of my signature Pinkie Pie parties, and I really, truly, sincerely, hope you feel welcome here amongst all us pony folk." Pinkie said held up her hoof.

Gilda look at it before grabbing it. I watch her get shock before Pinkie flip her hoof over.

"Oh Pinkie Pie, the old hoof-shake buzzer. You are a _scream_." Rainbow said laughing.

I laugh as well. That was the oldest prank in book.

"Yeah.", Gilda chuckle nervously, "uh, good one, Pinkie Pie."

I smile, I guess it time for a some fun, maybe this was Pinkie way of getting Gilda to be nice.

"Come on _G_, I'll introduce you to some of my other friends." Rainbow said and walk off.

"Right behind you Dash." Gilda said before turning to Pinkie, "_I know what you're up to._"

"Great." Pinkie said missing the point.

"Rrrh. I know what you're _planning_." Gilda said again.

"Well, I hope so. This wasn't supposed to be a surprise party." Pinkie said, still missing the point.

"I mean, I've got my eye on you." Gilda told her before Pinkie got in her face.

"And _I_ got my _eye_ on _you_.", Pinkie said before turning to all the ponies that come Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash. Let's honor her and welcome her to Ponyville."

Everyone but me cheer for Gilda and she did wave, but half-heartily.

"Please help yourself." Pinkie said showing Gilda the food.

"Vanilla lemon drops. Don't mind if I do." Gilda said and ate one.

However something was wrong. We soon found out when Gilda started to shoot fire out like a dragon.

"Gilda, the punch." Rainbow said and she ran over it.

We watch her grab a cup and drink it. Well, try to anyway. We all laugh as Gilda look confuse. She look down to see that the drink didn't go in her mouth at all.

"Well, whaddya know, pepper in the vanilla lemon drops, and the punch served in a dribble glass." Pinkie said.

"Heh, what a prank!" I said.

"Ha. Priceless. Priceless." Rainbow laugh as Gilda got a new cup and drink it.

"Yeah, _hilarious_." Gilda said not happy at all.

_'What wrong? I thought you said you like pranks as much as the next griffon?' _I ask in thought.

"Hey _G_, look, presents." Rainbow said and Gilda ran over to them.

She pick up and round one and open it. Only for some fake snakes to pop out and made her fur poof out. We all laugh again.

"Spittin' snakes. Hah, somepony pulled that prank on me last month." Applejack said as she laugh.

"Ha ha. I bet I know who _that_ was." Gilda said looking at Pinkie.

"You _do_?" Pinkie ask.

_'Gilda, you better enjoy this, because this is one party that you'll never forget.' _I thought as the party went on.

* * *

**3rd Person Pov,**

Pinkie's party went on great. Ponies every where was having fun. Gilda, however, was still watching Pinkie.

"Cake time everypony." Pinkie said and brought out the cake.

"Hey, can I blow out the candles?" Spike ask.

"Why don't we let Gilda blow out the candles, Spike. She _is_ the guest of honor after all." Twilight said before the so name griffon push Spike away.

Phantom caught him and Gilda said, "Exactly."

She blew out the candles only for them to relight. Gilda try again and again but they kept relighting. Everypony laugh once again.

"Re-lighting birthday candles, I love that prank. What a classic." Spike said.

"Yeah, Twilight did that to me on my sixth birthday." Phantom added as ponies laugh some more.

"Now, I wonder who could've done that." Pinkie said, talking about the prank.

"Yeah, _I wonder." _Gilda said looking at Pinkie.

"Mmm, who cares. This cake is amazing." Spike said as he ate through it.

"_SPIKE!_" Twilight and Phantom yell.

"What? It's great, try some." Spike said.

"Hey _G_, you're not upset about some silly candles, are you?" Rainbow ask her old friend.

"No way Dash, like I said, I'm down with a good prank." Gilda said smiling.

"Come on then, let's have some cake." Rainbow said and went to go get some.

Pinkie took a bite and was then pull down behind the cake by Gilda.

"Hey, I'm watching you. Like a hawk." She told her.

"Why? Can't you watch me like a griffon?" Pinkie ask.

"Hey y'all, it's pin the tail on the pony. Let's play." Applejack call out as ponies cheer.

"Oh, my favorite game. Can I go first? Can I have the purple tail?" Rarity said and started to reach for it before Gilda snatch it.

"Well, _I_ am the guest of honor, and I'll have the purple tail." She said.

Phantom roll his eyes. He sure has seen Gilda true colors now.

"Yeah, Gilda should definitely go first. Let's get you blindfolded." Pinkie said and Spike put on the blindfolded.

"Hey what- ugh- what are you doing? Rrrah." Gilda said before Pinkie spin her around.

"We're spinning you around and around and then you can pin the tail on the pony. Now just walk straight ahead and pin the tail." Pinkie said, helping her again.

"_Now just walk straight ahead and pin the tail._ Hmph, yeah, right. This is another prank, isn't it? I'm going this way." Gilda mock before walking away from the poster.

"Wait. The poster is this-" Pinkie try to say, but she step on leftover frosting and slid into the kitchen. She fell out with the tail on her break.

"Uh, Gilda? You pinned the tail on the wrong end." Pinkie said and ponies laugh.

Gilda lost her cool and roar.

"_This_ is your idea of a good time? I've never met a lamer bunch of dweebs in all my life. And Pinkie Pie, you!", Gilda said before turning to Pinkie, "You are queen lame-o with your weak little party pranks. Did you really think you could make me lose my cool? Well, Dash and I have ten times as much cool as the rest of you put together. Come on Dash, we're bailing on this pathetic scene."

Rainbow didn't move as Phantom step up next to her.

"_Come on_ Rainbow Dash. _I said_, we're leaving." Gilda said.

"You know Gilda, _Rainbow_ was the one who set up all those weak pranks at this party." Phantom told her.

"WHAT?!" Gilda gasp.

"So I guess _I'm_ queen lame-o." Rainbow said.

"I knew that Rainbow step up pranks and you're getting mad at the wrong pony." Phantom added.

"Come on, Dash, you're joshing me." Gilda said not believing Rainbow or Phantom.

"They weren't all meant for you specifically, it was just dumb luck that you set them all off." Rainbow explain.

"I shoulda known, that dribble cup had Rainbow Dash written all over it." Pinkie said.

"Sometimes pranks can be funny, but this time, they made you show your true colors." Phantom said.

"No way. It was Pinkie Pie, she set up this party to trip me up, to make a fool of me." Gilda said as Phantom growl at her.

"Me? I threw this party to improve your attitude. I thought a good party might turn that frown upside down." Pinkie said spinning her head around.

"And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my _old_ friends would treat my _new_ friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else." Rainbow said.

"Rrgh. Yeah? Well you, you, you are such a, a flip-flop: cool one minute and lame the next. When you decide not to be lame anymore, gimme a call." Gilda said and flew off, but not before Phantom shot her in her flank with his magic.

"Don't count on it." He whisper.

"Not Cool." Rainbow said.

"Wow, talk about a party pooper." Spike said.

"Wow, what was that about?" Twilight ask.

"Twi, we got to talk." Phantom said and explain what happen to her.

"I'm sorry everypony, for bringing Gilda here. I didn't know how rude she was. And Pinkie Pie, I'm really sorry she ruined that awesome party you put on for her." Rainbow said to all the ponies then Pinkie.

"Hey, if you want to hang out with party poopers, that's your business." Pinkie said.

"You don't see me with someone that thinks being cool is everything." Phantom said as he walk up.

"I'd rather hang out with you. No hard feelings?" Rainbow said and ask.

"No hard feelings." Pinkie said.

The three ponies grab each others hooves and was shock. They let go and show that all _three _of them had _Hoof-shockers_! Everypony laugh and Twilight walk up to Pinkie.

"Hey Pinkie. Sorry I accused you of misjudging Gilda. Looks likes I'm the one who misjudged you." She said.

"It's okay Twilight, even you can't be a super smart smarty smart-pants all the time. Come on everypony, there's still a whole lotta party to finish." Pinkie smile and everypony cheer.

_"Dearest Princess Celestia,_

_Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice. Though it's impossible to control who your friends hang out with, it is possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and one who's true will surely come to light._

_Your faithful student, __Twilight Sparkle._

_P.S. Phantom wondering how Luna is doing."_

We see Celestia sitting near her fire place and read the letter. She read an own scroll and started to write back.

_"Dear Twilight Sparkle, __My most faithful student..."_ Celestia wrote before it disappear.

Celestia look and saw that she grab invisible ink, Phantom's favorite prank.

"Oh! Heh, wrong ink." She laugh and switch it.

* * *

OK that this chapter, like I said the love triangle will be increase as time moves on, it wouldn't be until Heart and Hooves chapters were we will make Phantom be with Applejack, Rainbow or both. Which do you want Phantom to be with? Applejack, Rainbow or both? Tell tell us in the comments and keep those pets coming. Thanks!-Phantom Fan 21.


	6. boast busters

Here it Boast Busters! Man I got lot of ideas for these but I can only use a few of them. Now this is Trixie come in and right on meeting and heard her, Phantom doesn't like her. How are Phantom and Twilight going to handle this mare? Well let find out. I might just put this thing as a all third person view. Enjoy!

* * *

"Come on Twilight, You can do it!" Spike said cheering her on.

"Okay, Here it goes." Twilight said and started to use her magic.

Phantom stood behind Twilight watching her. He knew his sister was learning more and more spells and so was he. Phantom and Twilight was taking turns of using magic. Phantom thought she was the best unicorn he knew. He just didn't think that she was better then everypony else. He watch as Twilight made a mustache appear on Spike and smile.

"Nice work sis!" Phantom said and pat her back.

"Thanks, Phantom." Twilight said smiling.

"Ha ha! Ya did it! Growing magic, that's number twenty-five. Twenty-five different types of tricks and counting. And I think this is the best trick so far.", Spike said before turning to a mirror, "Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache."

Phantom and Twilight roll their eyes. It no secret that Spike like Rarity and will do anything to get her attention.

"Sorry, Romeo. As attractive and enticing as you look, it's just for practice, and it's gotta go." Twilight said as Phantom use his magic to make it disappear.

"Wait!", Spike said but it was too late, "Aw, rats."

Both unicorns laugh. The two always got each other backs. They never leave each other side. This was greatly show after hearing about a new Unicorn coming in Ponyville.

* * *

Twilight, Phantom, and Spike walk through town, Spike going on about Twilight magic.

"Twenty-five, Twilight. Twenty-five different kinds of tricks and counting. I thought unicorns were only supposed to have a little magic that matches their special talents!" He said.

"True, for ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent _is_ magic?" Twilight said.

"Like you, Twilight, and you know a ton of magic." Spike said as Phantom laugh.

"Oh, Spike, stop. I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me." Twilight said blushing.

"Like me. True, I'm talent in knowing about the night and seeing and talking to the dead, I too know as much Magic as my sister." Phantom said.

"Are you kiddin'? I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight. Well besides Phantom." Spike said.

"Gangway! Comin' through!" Said some voices.

The three jump as they saw the two stupidest ponies in Ponyville, Snips and Snails.

Spike was caught in their run and ask, "Snips, Snails! What's goin' on?"

They stop and Spike was thrown off.

"Wha, haven't you heard?", Snails said, "There a new unicorn in town!"

"Yeah! They say that she's got more magical powers than any other unicorn ever!" Snips said.

That surprise both Twilight and Phantom. That tittle was going a bit too far. Sure there are powerful unicorns out there, but was there really one that was more powerful then the rest?

"Aw, no way, that honor goes to Twilight here as well as Phantom." Spike said.

"Where is this new unicorn?" Phantom ask.

"Ho, she's in the town square. Come on!" Snails said and ran off.

"Yeah! Come on! Whooo!" Snips laugh and follow his friend.

Phantom, Twilight, and Spike follow them wondering who this unicorn was.

* * *

They reach an stand and heard a voice as they reach Applejack, Rarity, and Rainbow Dash.

"Come one, come all! Come and witness the amazing magic of the Great and Powerful Trixie!" They watch as a blue mare with a white mane and tail appear with a cloak and hat on. Her cutie mark was cover so they couldn't tell what her talent was.

The Crowd gasp as they saw Trixie appear. Right off the bat, Phantom knew there was something about her he didn't like.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" Trixie said as fireworks and fanfare went off.

"My, my, my! What boasting!" Rarity said.

"Took the words right out of my mouth. She reminds me of the other unicorn I hate." Phantom said.

"Come on, no pony's as magical as Twi— Twi— Twi— Oh!", Spike started say before he notices he was by Rarity, "Hey, Rarity, I, uh— Mustache!"

Phantom roll his eyes as Twilight step up.

"There's nothing wrong with being talented, is there?" She ask.

"Nothin' at all, 'cept in when someone goes around showin' it off like a school filly with fancy new ribbons." Applejack said.

"Just because one has the ability to perform lots of magic does _not_ make one better than the rest of us." Rarity said making Twilight feel like she was.

Phantom knew how powerful both he and Twilight was but they use their magic to help others, not show off. Still what Rarity said scare his sister. He knew that Twilight thinks that they see her that way.

"Especially when ya got me around being better than the rest of us." Rainbow said earning a glare from both Applejack and Phantom, "Eh, I mean, yeah, uh, magic shmagic. Boo!"

"Well, well, well, it seems we have some _neigh_sayers in the audience. Who is so _ignorant_ as to challenge the magical ability of the Great and Powerful Trixie? Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" Trixie said hearing what the other said.

"Oh please! It take more then to have magic to be powerful." Phantom said.

"Just who does she think she is?" Rarity added.

"Yeah! Since we all know that Twilight here is—" Spike started to say before Twilight pull him away.

"Spike! Shhh!" She said.

"What? What's wrong?" Spike said as Phantom walk up.

"You see the way they reacted to Trixie? I don't want anyone thinking _I'm_ a show-off."

"Twilight, you not a show-off, Trixie is. We are strong in magic, not because we are student for both Princesses." Phantom said before Rainbow Dash spoke up.

"So, "Great and Powerful Trixie". What makes you think you're so awesome, anyway?" She ask.

"Heh, why, only the Great and Powerful Trixie has magic strong enough to vanquish the dreaded ursa major!" Trixie said.

"AN URSA MAJOR?!", Phantom shouted, "That impossible! How can you vanquish that?!"

Trixie use her magic to show what happen as she told the story.

"When all hope was lost, the ponies of Hoofington had no one to turn to, but the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the ursa major and sent it back to its cave deep within the Everfree Forest!" Trixie said.

Phantom didn't believe her. Luna has told him about a ursa major. They where to be avoided at all times. Only she and Celestia can deal with them.

"That settles it" Snips said.

"Trixie truly is the most talented, the most magical, the most awesome unicorn in Ponyville." Snails said as well.

"No, in all of Equestria!" Snips added.

Phantom growl and Spike said, "How do you know? You didn't see it! And besides, Twi— Mmph! M-mmph!"

Twilight zip Spike mouth close because she didn't want to be seen as show off. Phantom doesn't want to be seen one either, but this Trixie was making him mad.

"It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville." Trixie said but the crowd was quite.

"Don't believe the Great and Powerful Trixie?", Trixie said and chuckles, "Well then, I hereby challenge you, Ponyvillians. Anything you can do, I can do better. Any takers? Anyone? Hmm? Or is Trixie destined to be the greatest equine who has ever lived!?"

"SHUT UP!" Phantom shouted surprising everypony.

"I don't care what you say, there no way that a unicorn can stop an usra major! Trust me, Princess Luna told me!" He said his eyes turning green.

"Well, weather the Princess told you or not, you don't stand up to the might of the Great and Powerful Trixie." Trixie said, hiding her surprise.

Spike un-zip his mouth and said, "Please! She's unbearable! Ya gotta show her! Ya just gotta! Even Phantom standing up to her!"

"There's no way I'm going to use my magic now, Spike. Especially since—" Twilight started to say before Trixie look past Phantom and saw her.

"Hmm, how about _you!" _Trixie said as Twilight gulp.

"Well, how about it? Hm? Is there anything you can do that the Great and Powerful Trixie can't?" Trixie ask her.

"Hold on, you challenge my sister, then you challenge me as well." Phantom said.

"Phantom, I— I—" Twilight said surprise.

"Well, little hayseeds?" Trixie mock.

"That's it! I can't stand for no more of this!" Applejack said and walk up stage.

"You show her AJ!" Spike said.

"Yeah, you the best pony there is!" Phantom added, blushing.

"Can your magical powers do _this_?" Applejack said and started to pull out her rope tricks.

She jump threw the hole a few times and end with her getting an apple out of the tree and eating it. The crowd cheer and Phantom smile.

Trixie, however, was unimpressed.

"Oh ye of little talent. Watch and be amazed at the magic of Trixie!" She said and her hat was remove to show her magic.

It took control of the rope and move around in Applejack face. The other end shot into the same tree and pull an apple off.

"Applejack, watch out!" Phantom shouted but she was tie up and the apple place in her mouth.

"Once again, the Great and Powerful Trixie prevails." Trixie said as Applejack hop off stage.

While Phantom help her get free, Rainbow Dash flew up and said, "There's no need to go struttin' around and showin' off like that."

"Oh?" Trixie ask.

"That's _my_ job!" Rainbow said and flew off.

She flew toward the windmill in town and use the blades to shot herself into the air making holes in the clouds. She stop in front of the sun before diving back down. She went through the clouds and had raindrops follow her before using the windmill to shot her back to the stage. She stop and the rain drops hit her, making a rainbow over her.

"They don't call me "Rainbow" and "Dash" for nothin'!" Rainbow brag.

All the ponies cheer again before Trixie said, "When Trixie is through, the only thing they'll call you is loser."

She shot her magic at the rainbow above...Rainbow. It spin around her and and send her flying before sending her on the ground.

"I think I'm gonna be sick." Rainbow said as both Applejack and Phantom help her up.

"Seems like any pony with a _dash_ of good sense would think twice before tussling with the Great Trixie." Trixie said and made a thunder cloud appear.

"Ow!" Rainbow shouted as she was hit.

Phantom growl has his eyes turn green again and his cutie mark turn into a skull. He saw a unicorn next to her and knew it was a ghost.

"Be powerful is one thing, but saying your powerful is another. This unicorn knows nothing about power. You mush help her see that, both you and your sister." It said before disappear.

"What we need is another unicorn to challenge her. Someone with some magic of her own." Spike said looking at Twilight.

"Yeah! A unicorn to show _this_ unicorn who's boss." Rainbow added.

"A real unicorn to unicorn tussle." Applejack agree.

"I'm right behind you, big sister." Phantom said putting his hoof on her shoulder.

"Uh..." Twilight said really not wanting to bee seen as a show-off, even if her brother help her.

"Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but Rarity conducts herself with beauty and grace." Rarity said.

"Um, Rarity? I hate to bust your bubble, but they weren't talking about you." Phantom said.

"Ooo, what's the matter? Afraid you'll get a hair out of place in that rat's nest you call a mane?" Trixie mock.

Rarity eyes widen, no pony calls her mane that!

"Oh, it. Is. On! You may think you're tough with all of your so-called powers, but there's more to magic than your brutish ways. A unicorn needs to be more than just muscle. A unicorn needs to have style." Rarity said before putting herself into a dress that she made from the curtain she got from the stage.

"A unicorn is not a unicorn without grace and beauty." Rarity added as the crowd gasp.

"Rarity won't let Trixie get the best of her! She's strong, she's beautiful, she's—" Spike said before Trixie once more use her magic.

"_Quick! I need a mirror! Get me a mirror!_ What did she do to my hair? I know she did something terrible to my hair!" Rarity scream.

"Nothing." Twilight said.

"It's fine." Rainbow added

"It's gorgeous." Applejack said.

"It just the way it is." Phantom added as well.

"It green.", Spike said getting glares from all four of them, "What?"

"Ugh, no. Green hair! Not green hair! Such an awful, awful color!" Rarity cry and ran off.

"Why, I never!" One of the mares said that had green hair.

"Well Twilight, guess it's up to you and Phantom. Come on, show her what you two are made of." Spike said.

"What do you mean? I'm nothing special." Twilight said.

"Twilight..." Phantom said, sad that his sister won't stand up for her friends.

"Yes, you are! You're better than her!" Spike said knowing that she was.

"I'm not better than anyone." Twilight said not wanted to a be a show-off and have others treat her like they have treated Trixie.

"Hah! You think you're better than the Great and Powerful Trixie? You think you have more magical talent? Well, come on, show Trixie what you've got. Show us all." Trixie said, challenging her.

"Who, me? I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here. I, uh... I think I hear my laundry calling. Sorry, gotta go." Twilight said and ran off, leaving behind a confuse Spike and a sad brother.

"Twilight?" Spike ask wondering why Twilight wouldn't stand up to Trixie.

"Ha! Once again, the Great and Powerful Trixie has proven herself to be the most amazing unicorn in all of Equestria. Huh, was there ever any doubt?" Trixie said.

"Yes!", Phantom said loud enough for all of them to hear, "there a differences between saying your great and powerful and knowing you are great and powerful. Me and my sister are being train by two great rules that don't see themselves better then everypony else. So Trixie, tomorrow, you and me. We are having a magic duel."

"Very well, Stallion. Trixie will be waiting." Trixie said as everypony left.

_'Now that Trixie is out of the picture for some time, I need to talk to my sister. I understand her fear, but she can't let it take control of her.' _Phantom thought and walk home with Spike right behind him.

* * *

Trixie was resting after the show and knew she had to be ready. She didn't get that stallion. How odes he know Princess Luna? She heard that Luna had return to Celestia side. She also wounder how he knew that it was impossible to vanquish an usra major. She couldn't think on it anymore when Snips and Sinals appear with her shake.

"Here's your smoothie you asked for, with extra hay, just how you like it." Snips said as she took it.

"Hm, hay." Snails said.

Trixie took a sip but notices that they didn't leave.

"Yes?" Trixie ask.

"Ooo, tell us another story Great and Powerful Trixie." Snips answer.

"Yeah, tell us about how you vanquished the ursa major." Snails added.

Trixie couldn't believe those two. She just wanted to be alone so she can rest. Doing tricks was tried work.

"Guh! Trixie is far too exhausted from performing feats beyond imagination. Begone with you until morning." She told them.

"Oh, of course, Great and Powerful Trixie." Snips said as the two bow and walk away.

"Anything you say. We are at your beck and call." Snails added.

Trixie sigh, now she has to think on how she going to beat the stallion.

Snips and Snails talk to each other before Spike stood in front of them.

"What are you two doin'?" He ask.

"Just bringin' the G an' P T a—" Snips said before Spike cut him off.

"The what?" He ask.

"The Great and Powerful Trixie." Snips told him.

"Sheesh." Spike said rolling his eyes.

"Just bringin' her a smoothie." Snips finish.

"How can you fall for her lameness? She's just a show-off. Unlike Twilight and Phantom, who—" Spike said before they cut him off.

"The Great and Powerful Trixie vanquished an ursa major. Can your Twilight and Phantom claim that?" Snips ask.

"Oh really? Were you guys actually there?" Spike ask back.

"Well, eh, uh... no, but—" Snips admitted.

"But nothin'. The proof is in the pudding." Spike said.

"I like pudding." Snails said stupidly.

Spike just look at him before saying, "Look, unless an ursa major comes waltzing up the street for Trixie to vanquish, I am not gonna believe a word she says, and neither should you!"

"Hm, an ursa walkin' up the street, hey? Snails! Are you thinkin' what I'm thinkin'?" Snips said then ask his friend.

"Why is it they call it a flea market when they don't really sell fleas?" Snails ask stupidly.

"Yeah, uh... oh, come on!" Snips said and they ran off with Spike raising an eyebrow.

* * *

Back at the Library, Spike once again was trying to get Twilight to show she better then Trixie. He was also surprise to see both her and Phantom read the same book.

"Twilight, would you put down that book and just listen to me?" Spike said.

"Didn't you see how they hated Trixie's bragging, Spike? If I go out there and show off my magic, I run the risk of losing them as friends." Twilight said worry.

"Twilight, I hate Trixie bragging too, but that doesn't mean you lost me as your brother. I said I got your back. Plus I'm going to show her what I can do." Phantom said.

"I know, Phantom. That because we're brother and sister. It different." Twilight said.

"It's not the same thing, Twilight. You'll be using your magic to stand up for your friends!" Spike added.

"No, Spike, it's exactly the same." Twilight said.

"Twilight, he right. Showing off and stand up is way different. You're letting fear take over." Phantom said as Spike turn to the spell list that he wrote down.

"Come on, Twilight, any one of these tricks that you and Phantom can do, even the teeniest, would be enough to show up Trixie." Spike said.

"I don't want to be seen as a bragger like Trixie." Twilight said and made a door appear and close it on him.

Spike open it and said, "But, you're the best!"

"Uh. Please, Spike, I said no!" Twilight yell.

"Twilight, Spike just trying to help. Don't let fear take control." Phantom said remembering the time he thought he was better then her.

"All my friends hated when Trixie show off, I'm not going to do the same thing." Twilight said.

"If that's the way you want to be, then fine." Spike sigh and close the door.

Both unicorns stood there with sour look on their face. Spike open the door with same look and walk outside the real door.

"Twi..."Phantom said before Twilight cut him off.

"No, Phantom. Just...no." She said and went back to reading.

Phantom sigh and join her. He knew something was up with Trixie and he was going to find out what.

* * *

Snips and Snails walk through the Everfree Forest looking for something. It was dark and the forest wasn't the place to be in. They walk into a cave and it was pitch black.

"Oh, how we gonna find an ursa major when I can't even see my own hoof in front of my face?" Snips ask.

"Hold on." Snails said and try to make his horn glow. After a few seconds, the cave lit up.

"Oh, heh. That's better." Snips said before they saw that they were face-to-face with an ursa.

It roar as Snips and Snails screams and ran out. The Ursa follow them as they return to Ponyville.

Spike was feeling bum about Twilight not wanting to stand up for herself whiling Phantom did. He saw Snips and Snails run pass him and raise an eye brow.

"Hey, guys, where ya goin'?" He ask them.

"Can't talk now." Snips said

"Got a _major_ problem!" Snails added

"Yeah, ursa major, to be exact." Snips said again.

Spike look confuse before he saw the ursa walk into town. He scream and ran after Snips and Snails.

"Trixie!" They shouted.

"Twilight! Phantom!" Spike yell.

Snips and Snails made it to Trixie stage and start banning on the door.

Trixie walk and stare at the two.

"Trixie thought she said the Great and Powerful Trixie did not want to be disturbed!" She said.

"We— We have a— a tiny problem." Snips said nervously.

"Actually, it a big one." Snails said.

"What is so important that you cannot wait until morning to disturb Trixie?" Trixie ask before a roar was heard.

She look up to see the ursa and she scream and ran as fast as she could, Snips and Snails follow after her.

Spike read in the library and saw Twilight and Phantom still reading.

"Twilight!, Phantom! You've gotta come! Quick!" He said.

"I already told you, Spike, I don't wanna show up Trixie!" Twilight said.

"And I'm calling off our duel." Phantom added.

"No, you don't understand, it's—" Spike started to say before a loud roar was hear.

"What in Equestria?" Phantom said.

"Uh, is that what we think it is?" Twilight ask.

"_Major_ly." Spike said and all three of them ran outside.

* * *

Trixie, Snips and Snails was trap between the ursa and an house. They turn saw it walk up to them.

"Great and Powerful Trixie, you've got to vanquish the ursa." Snips said.

"Yeah, vanquish so we can watch." Snails added.

"It took a lot of trouble to get that thing here." Snips explain.

Trixie turn to then in surprise.

"Wait, _you_ brought this here?! Are you out of your little pony minds?!" Trixie yell not believing that those two who do since a thing.

"But, you're the Great and Powerful Trixie." Snips said

"Yeah, remember? You defeated an ursa major." Snails added.

The ursa roar as Trixie gulp.

"Uh, okay. Stand back." Trixie said and use her magic to summon a rope and tie up it front paws.

"Heh. Piece of cake." Trixie said but the ursa snap the rope off.

"Aw, come on, Trixie." Snips said a little annoy.

"Stop goofin' around and vanquish it, eh?" Snails added.

Trixie then use her magic the make an thunder cloud appear but it was too small and the lighting didn't even hit it.

"Well, that was a dud." Snails said.

"Yeah, pfft, come on! Where's all the cool explosions and smoke and stuff like earlier? You know." Snips agree and ask.

However, the lighting strike the ursa and it grow at them.

"Uh-oh!" Trixie said quietly.

The ursa roar and the three ran underneath it. It roar was heard though all of Ponyville and the ponies walk out side to see what was going on. They were shock to see it. Twilight, Phantom and Spike caught up to them.

"What going on?" Twilight ask.

"We brought an ursa to town." Snips said.

"You _what?!_" Twilight and Phantom shouted before it came at them.

"Don't worry, the Great and Powerful Trixie will vanquish it." Snails said.

Trixie finally came clean.

"I can't." She said dropping her 3rd person talk.

"What?!" Snips and Snails ask.

"Oh, I can't, I never have. No one can vanquish an ursa major. I just made the whole story up to make me look better." Trixie explain.

"I thought there was something funny about that story." Phantom said.

"Made it up?!" Snips and Snails shouted.

The Ursa walk up to them and growl. Spike tap Twilight and move his claws to tell Twilight that this needs to be stop before somepony gets hurt. Phantom place his hoof on her and nods. The two walk up and gulp. The space their hooves out and their magic cover their horns. Their magic made the wind blow and some cattails broke off and and music fill the air. It reach the ears of the ursa and it relax.

"Nice use of number sixteen." Spike said.

Then their magic took hold of a water tower and remove the water. It move through barn and came up with milk inside it.

"That new." Spike said.

The usra started to fall over and look like it was going to land on Trixie but was caught in a purple and black glow. They gave the tower top tot the ursa and use it magic carry it back to the Everfree Forest and to it cave. Once it was gone their magic dim and the caught their breath. They were surprise by other ponies cheering at them.

"Unbelievable!"Rainbow shouted.

"That was amazing!" Spike added.

"Heavens to Betsy! We knew you two had ability, but not that much!" Applejack said.

"I'm sorry. Please, please don't hate me." Twilight said feeling afraid.

"Hate you?" Applejack, Rainbow Dash and Rarity ask.

"Why, whatever do you mean, darling?" Rarity ask her.

"Well, Twilight knows how much you all hated Trixie's showing off with her magic tricks, and she just thought-" Phantom started to explain.

"Whoa, whoa, whoa. Magic's got nothing to do with it. Trixie's just a loudmouth." Rainbow said.

"_Most_ unpleasant." Rarity agree.

"All hat and no cattle." Applejack added.

"See Twi? You let fear get the best of you." Phantom said placing his hoof around her.

"So you don't mind my or Phantom's magic tricks?" Twilight ask.

"Your magic is a part of who you are, sugarcube, same with Phatnom and we like who you are. We're proud to have such two powerful, talented unicorns as our friends." Applejack said as Twilight and Phantom smile.

"And after whuppin' that ursa's hind quarters, we're even prouder." Rainbow Dash added.

"You are?" Twilight ask and her friends nods.

"Wow, Twilight, how'd you and Phantom know what to do with that ursa major?" Spike ask.

"That what we were doing when you came looking for us." Phantom said.

"We was so intrigued by Trixie's bragging that we were compelled to do a little reading up on them." Twilight added.

"So it _is_ possible to vanquish an ursa major all by yourself?" Spike ask again.

"_That_ wasn't an ursa major." Phantom said.

"It was a baby, an ursa _minor_." Twilight told them.

"_That_ was just a _baby?_" Trixie shouted.

"And it wasn't rampaging. It was just cranky because _someone_ woke it up." Phantom said and all eyes was turn to the two colts that made this mess.

"Well, if _that_ was an ursa minor, then what's an ursa _major_ like?" Spike ask.

Both Twilight and Phantom give each other a knowing smile.

"You don't wanna know." They said.

"Huh. You two may have vanquished an ursa minor, but you will never have the amazing, show-stopping ability of the Great and Powerful Trixie!" Trixie said as smoke screen cover her and everypony watch as she ran away.

"Why, that little..." Rainbow said and started to go after her.

"Just let her go. Maybe someday she'll learn her lesson." Twilight said as Rainbow watch her ran off.

"Now, about you two." Phantom said seeing the two try to sneak away.

"Uh, we're sorry that we woke up the ursa minor." Snips said looking down.

"We just wanted to see some _awesome magic_." Snails added.

"Yeah! And the way you vanquished that ursa minor was _awesome!" _Snips said but they kept glaring at them.

"We deserve whatever punishment you give us." Snails said sadly.

"For starters, you can clean up this mess." Phantom said.

"And... What do you think, Spike? Should we give them number twenty five?" Twilight ask.

"Oh, twenty five! Yes! And I think I deserve it, too." Spike agree.

"Heh, this will count as your reward for warning us." Phantom said.

"I think your right." Twilight added and both their horns glow.

In no time Snips, Snails and Spike each had a mustache.

"Sweet." The three said before Snips and Snails got to work.

* * *

"_Dear Princess Celestia,_

_I have learned a very valuable lesson about friendship: I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off... Especially when you're standing up for your friends and you got a brother watching your back."_

Phantom smile and hug Twilight before hearing Spike return.

"So, you finally admit that you and Phantom are the most talented unicorns in all of Ponyville?" he ask.

"Well, yeah, but it's nothing to brag about." Twilight said.

"So, uh, how did it go with Rarity?" Phantom ask as they walk up.

"Eh, she didn't go for the mustache." Spike said.

"You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself." Twilight said.

Yeah, my sister can be quite an caught but she just be herself." Phantom said getting a glare from her.

"Or... Maybe the mustache wasn't enough. Maybe if I had a mustache _and_ a beard?" Spike said.

"Uh, not this again!" Twilight said.

"I'll get spell fourteen ready." Phantom said as Spike when on about what type of beard to have.

* * *

Well that it. I but the whole thing in third person since it one of the episodes that focuses on more then the Mane Six. Trixie will return though it might be a long time before she does. Ertigon got Dragonshy taking care off and I got the one after unless he does it. I still need to caught up on Season one. Please review for Phantom pet and which mare he should be with.


	7. dragonshy

**ETRIGAN THE DEMON here this is episode 7. If you haven't seen the show then why are you reading this? You have no idea what's going on. Like Phantom Fan 21 said, there is going to be a little love triangle in this, which I may or may not get Fluttershy involved, but anyway keep those pet suggestions coming. You have until the episode where Rainbow get's a pet. Enjoy this chapter!**

* * *

**episode 7 D****ragonshy **

**Fluttershy's pov**

It was a beautiful day today. I smiled as I gave my friends their food. Walking under the bridge, I gave fish to the otters, flying to the trees, I gave fresh worms to the birds. Spitting the taste of worm out of my mouth, I blushed and smiled sheepishly at their frowns.

"Oh Angel Bunny.", I said flying to his hut, "you really must slow down you don't want to get a tummy ache."

After frowning at me he dropped the carrot and refused to keep eating.

"You really must eat more than that." I said.

"Oh wait, it's not play time yet."I said before flying off with the carrot.

Landing in front of him, I said "I know you want to run, but you must eat some more."

Seeing him shake his furry head, I tried bargaining.

"Three more bites?" I asked.

Seeing him shake his head, I tried, "Two more?"

Moving the carrot closer, "One more?" I said.

He glared before kicking the carrot away

"Oh." I said as he hopped back to the hut.

Hearing him coughing, I walked up to him.

"Oh are you okay Angel? Are you coughing because there's a carrot in your throat? Do you need some water? Maybe I should go get Phantom." I said not paying attention to him before he grabs my head and tilts towards a mountain surrounded by clouds.

I gasp before saying, "or because of that giant cloud of scary black smoke."

Feeling something hit me, I turn to Angel with his arms crossed frowning at me.

"Heh.", I chuckle sheepishly, "I'll take that as a yes."

* * *

**Town 3rd person pov,**

Fluttershy ran through the town shouting, "Help! Help! Please help! there's a horrible cloud of smoke it's headed this way and..."

Before being cut off by Rainbow Dash bouncing a ball on her head.

"Don't be such a scaredy pony, it's just me." She said, "still bouncing future Equestria ball bouncing record holder."

She was even counting the bounces so she knows.

"You know what this calls for? A celebration! shouted Pinkie Pie before dashing off.

"Oh no Pinke, this is no time for celebration." Fluttershy said timidly, "this is a time for panic."

She began before being cut off by pinkie pie saying, "Ooooh! I'm gonna need some balloons one for every pony in Ponyville ." and ran off.

"No, there's smoke and where there's smoke there's fire!" Fluttershy said getting scare.

"Let's see...", Pinkie said not hearding Fluttershy, "that's one, two, three, four, five, six, seven..."

"Pinkie pie you made me lose count! Now I have to start over!" Rainbow Dash said before taking off.

"Oh please, this is an emergency I need every ponies..." Fluttershy began before getting cut off by a voice everyone knew.

"Front and center everypony!" shouted Phantom as they did.

"Alright ponies, my sister has gotten a letter from the princesses. Smoke is rapidly covering Equestria and we need to stop it, Fluttershy? Please come up, I know you would have seen this before anyone else."

"Oh thank you Phantom." Fluttershy said as everypony turned to look at her.

"No problem, Fluttershy." Phantom said quietly before going back to his leader façade.

His eyes glow green and his cutie mark became a skull.

"Princess Celestia has informed us that the smoke is not coming from a fire but from a dragon." He said.

"A... a dragon?" Fluttershy said timidly.

"Yes a dragon, now I want you all to go back to your homes right now. Fluttershy your coming with me." Phantom said.

Frozen to the spot, Fluttershy could only nod as he brought her to the library.

**The library Phantom's pov,**

"What in the name of all things cinnamon twirls is a full grown dragon doing here in Equestria?" Applejack ask.

"Sleeping." Me and Twilight said, looking around.

Twilight was looking for books, I was looking for hiking equipment. I immediately stopped as I gasped and my cutie mark changed again and the ghost that appear was an old dragon shrunk down to fit inside.

"You need to be careful young Phantom, the mountain in which you are about to climb up is very dangerous." He said.

"I understand wise ghost." I said with my head bowed.

With my eyes turning back to blue, I said, "everyone grab some hiking things. It's gonna be a bumpy climb."

"How do you know?" Rarity ask me.

"A wise old dragon ghost told me or did you not hear my gasp? Not only is the dragon's snoring causing the smoke because he's a fully grown one he will be sure to cause rockslides."

"Uh, right." Rarity said after heard that.

"Fluttershy, I know it will be scary but I can help you." I said softly.

"Can you help me stay away from the dragon?" She asked.

"Why?" I ask back.

"I'm scared of dragons." She said.

"But you talk to Spike all the time." Twilight confused.

"That's because he's not a full grown one." She said sighing.

I gave her a hug, "It's okay, if you want I can put you to sleep until we get there." I said.

Hugging me back, she said, "No it's okay. I'll go get ready."

As she left, Rarity asked the rest of us the ultimate question.

"What are we meant to do about it?" She ask

"I'll tell you what we're meant to do, give him the boot!" Rainbow Dash said kicking the wooden statue.

Steadying it with her magic, Twilight said, "We need to encourage him to take a nap somewhere else, Princess Celestia and Princess Luna have given us this mission and we must not fail. If we do Equestria will be covered in smoke for the next one hundred years."

"Whew talk about getting your beauty sleep." Rarity said.

"Alright, like my brother said, gather supplies and meet back here in an hour. We've got a long journey ahead of us." Twilight said putting her bag on her back.

"Alright you heard them girls, the fate of Equestria is in our hooves. Do we have what it takes?" Rainbow Dash ask.

"Yeah!" everyone shouted, except Fluttershy who was still getting packed.

**I have no idea how to do a montage so I'm just gonna skip ahead to when their ready**

"Alright girls and guy, I'm mapping out the fastest route. We've all got to keep a good pace if we want to make it up the mountain by nightfall." Twilight said.

"I still think I would have been a better choice for this part of the talk." I said to Fluttershy.

"Oh, I agree Phantom." She said, seeming strangely brave next to me.

"The dragon is in that cave near the top." Twilight continued.

"Looks pretty cold up there." Applejack said looking up.

"You bet it is." Rainbow Dash said, "the higher you go the chillier it gets."

"Good thing I brought my scarf!" Rarity said and took it out.

"Ooh, Pretty." Pinkie said, looking at it.

"Here, I brought cloaks for everyone that hasn't brought anything warm and I coloured them to suit all of you. Gems for Rarity, pink and balloons for Pinkie Pie, rainbow with clouds for Rainbow, fluffy animals for Fluttershy, pitch black for me, purple six pointed stars for Twilight and the cutie marks of Big Mac, Granny Smith and yourself and I put Apple bloom's head because she doesn't have one yet." I said handing them out.

"Ooh, I just love the design, Phantom." Rarity said, looking over them.

"And they are really warm too." Applejack said blushing.

"Thanks guys.", I said, "that means a lot."

"What do you think, Fluttershy?" I asked her.

"Oh, it's very nice. Reminds me of my animal friends back at my place.

"Your welcome. "Rainbow Dash... uh... Rainbow Dash?" I looked around only to see she had fallen asleep.

Chuckling I picked her up and put her on my back.

"Alright everyone, I have picked a route. Thank you Phantom for the cloak." Twilight said.

"Your welcome sis." I said

"Now, move out!" I said to the rest.

Fluttershy ran beside me as we headed towards the mountain.

**The mountain 3rd person view**

Reaching the mountain, the Mane 7 immediately heard a strange sound.

"What was that?" Fluttershy ask, hiding behind Phantom.

"That was a dragon snoring." Twilight explain.

"It's so high." Fluttershy said timidly.

"It is a mountain.", Applejack said, "do ya think we should wake up Rainbow Dash yet?"

"Yeah, better leave room in case someone else needs it." Phantom said, giving her a shake.

Rainbow Dash stirred.

"Wakey, wakey." Phantom said, his head turned.

Opening her eyes, Rainbow Dash saw who's back she was on. Getting off she was thankful the cloak hid her blush. Looking up at the mountain, she said, "I'm gonna fly up and scope it out." before Applejack grabbed her tail.

"Hold on now." Applejack said and spit out her tail, "I think we should all go up together."

"Applejack right, Rainbow Dash. There's safety in numbers and what if you get hurt? We might not be able to find you." Phantom said a concerned look on his face.

Seeing the look, Rainbow Dash blushed and floated back down.

"Right." she said, chuckling nervously.

Climbing up, Phantom and Rarity talked about things that the dragon might have.

"I heard that the only things that sparkle more than the dragons scales are the jewels used to make their nests." She said.

"That's interesting Rarity." Phantom said thinking about it.

"I never knew that, reading is more of my sisters forte." He said looking at Twilight.

"Don't think I haven't seen you reading those Daring Do books every now and then!" Twilight called, chuckling at the brother.

"Sister banter.", Rarity said, knowing how that was, "how did you make these cloaks?"

"I asked a ghostly friend of mine with my magic, to make these cloaks became real. It works on ghosts too, but only for a limited time." Phantom answers.

"Really? I would like to meet this ghost friend of yours, Phantom." Rarity said interested.

"I'll see if I can get her, but the odds are she'll be too busy." Phantom said.

"That's too bad then." Rarity said disappointed.

"So Fluttershy, you seemed unnaturally brave coming up here with the rest of us." Phantom said, turning to Fluttershy.

"I don't know why but you make me feel safe." Fluttershy said.

"We could ask Twilight to give you a feeling scan when we get back." Phantom said.

(AN: I know there is no such thing but I want it in here so in here it goes)

"That's okay Phantom." Fluttershy said.

"If you insist." Phantom said.

"Hey Applejack!" he said walking up to her, Fluttershy following.

_'It seems someone might have a crush on Phantom.'_ Thought Rarity and Twilight as they looked at each other.

Eventually they came to a cliff. They jump over it, except Rainbow, she flew, one by one except Fluttershy.

"It's only a couple of meters, Fluttershy." Rainbow Dash said.

"No it's too far." She said, covering her eyes.

Sighing, Phantom picked her up with his magic and placed her on his back. Feeling that she was moving, she opened her eyes seeing she was on Phantom's back. She blushed and got off.

"You okay Fluttershy?" Phantom ask.

"Yes Phantom." Fluttershy said blushing.

"Alright then, So applejack you said something earlier about there being fruit bats in the west orchard?" Phantom said catching up.

"Shh you two. we're entering an avalanche zone.", Twilight said, "the smallest peep could set one off.

"An Aval..." Fluttershy started, before being cut off by a sharp sh by Twilight. Patting Fluttershy on the back, Phantom gave her a warm smile before helping her along. Blushing, she smiled back, before keeping quiet along the path. Unfortunately, Rainbow Dash knocked a few leaves off a tree scared Fluttershy.

"Avalanche!" she screamed, before Applejack put a hoof in her mouth.

They all ran back as a part of the mountain came down, avoiding rocks. Twilight was saved by Applejack, Rainbow Dash flew between the rocks and Phantom used his other magic, which his sister called death magic, to protect the rest of them.

"I'm sorry." Fluttershy said ashamed.

"It's not you fault sugar cube." Applejack said.

"Yeah it's fine, Fluttershy. We just need to climb over it." Twilight said.

"Here Fluttershy, get on my back." Phantom said.

"Why?" Fluttershy ask.

"When you do, I will make sure we reach the top and you won't remember a thing." He explained.

"O... okay, Phantom." Fluttershy said blushing.

Climbing on his back making sure she was in a comfortable position, he used the sleep spell Princess Luna taught him, which he used on Applejack before.

"Alright, let's go." Phantom siad listening to the soft snores of Fluttershy.

Only Twilight saw the small smile on Fluttershy's face. They started walking again, Rainbow Dash and Phantom talk about the Wonderbolts and tricks she will use to impress them. He was about to say something else when he felt a force around his neck. Looking down, he saw that Fluttershy had grabbed it in a hug in her sleep. Chuckling softly, he turned back to see Twilight and Rainbow Dash talking about something.

Seeing they were at the top, Phantom gave Fluttershy a shake to wake her up. Opening her eyes, she remembered she was on his back. Seeing where her hooves where, she blushed and got off.

"We're here." He said to the others.

"Look at the smoke coming out of the cave." Rainbow Dash said.

"Rainbow Dash, you use your wings to clear the air. Rarity and Pinkie Pie you'll be a distraction if things get hairy." Twilight said explain her plan.

Running off, Pinkie grabbed a rubber chicken and swung it around getting weird looks from the others except rainbow dash who was still in the smoke.

"Applejack, you got the apples in case it decide to attack." Twilight continue.

She nodded before kicking two apples into a tree.

"But let's hope it won't come to that. Phantom and Fluttershy, you will be going in first. Between the two of you, you should be able to explain to him why he needs to go." Twilight said.

"Um I don't know if that's a good idea." Fluttershy said.

"It's okay, Fluttershy. I'll be there with you. My death magic should hold him off if he decides to attack." Phantom asure her.

"Thank you, Phantom." She said a blush on her face.

"Is everypony ready?" Twilight asked.

"Yup!" The others said.

"Alright let's go!" Twilight said.

As they walked in, Phantom saw the same dragon ghost from the library appear.

"Young Phantom, this dragon will not take kindly to being awoken. You must sound like a dragon military leader." He said

He can't resist saluting to that the dragon ghost said before disappearing.

"Um excuse me mister dragon sir?" Fluttershy said quietly.

"Here Fluttershy, let me do it."

Taking a deep breath he shouted in his best dragon impression.

"Up and at em ladies! Front and center!"he shouted.

Seeing the dragon get into a salute. He turn to Fluttershy who was shock on what he did.

"All yours Fluttershy." He said moving out of the way.

"Um sir dragon? Can you please leave? You are covering our homes with smoke." She said.

"But this place is warm and holds all my family's and ancestors treasure." said the dragon.

"By the way young pony, you do a great dragon impression." he said to Phantom.

"Thank you." Phantom said smiling, he got to try it on Spike sometime.

"But mister dragon your covering equestria in smoke." Fluttershy explain.

"Equestria? I'm in Equestria?", said the dragon, "oh I'm terribly sorry. I was meant to be in the dragon homeland. I must have taken a wrong turn somewhere."

"It's okay mister dragon. It isn't the first a dragon has come here." Phantom said.

"How can you tell?" asked the dragon.

"If this cave holds all of your ancestors treasure then they must have come here too." replied Phantom.

Looking to his left, he spots some writing.

"What's this?" He said, lighting up his horn. He see's the writing is in dragonese.

"Mister dragon can you come and read this please?" He asked.

"Of course." said the dragon, "how interesting, let me see."

Looking at the roof of the cave he spots a hole for a dragon claw. Sticking his claw in it, he feels something happening. Climbing off the treasure, he watches it slide down a hole in to the rest of the mountain. Looking through the hole, he sees a giant mound of treasure.

Lifting his head up in joy, he sees a note fly out of the hole.

"What does it say mister dragon?" Fluttershy asks.

"This is my ancestors treasury!", said the dragon, "my family has been storing our treasure here for generations! Thank you, young ponies. I will now take my leave."

"Will we see you again?" Phantom asks.

"Maybe, if not you may see my children." He says before flying out of the cave and away, in search of the dragon homeland.

Walking out of the cave, they were greeted by cheers from their friends.

"That was amazing!" Twilight said.

"We can't thank you enough." Rarity said.

"Come on, let's go home." Phantom said, teleporting them to the library.

"Come on Fluttershy, we should go make sure Spike is alright." he said before walking with Fluttershy to her cottage.

After Spike got back, Twilight said, "Take a note Spike."

_Dear princess Celestia,_

_I am happy to say that the dragon has left our fair country and would like to say that it was my good friend Fluttershy and my wonderful brother Phantom who convinced him to go. T__his adventure has taught me many things. To never lose faith in your friends and that Phantom does an amazing dragon impression. T__hey can be an amazing source of strength and can even help you overcome your greatest fears._

_Always your faithful student Twilight Sparkle._

"Twilight!", Applejack called, "Rainbow Dash is just 5 bounces away from a new pony record!"

"Three hundred and thirty eight..." Rainbow Dash said before hearing a roar dragon.

She screamed and fell on her back.

Laughing, the others walked away.

"Why are you laughing, that awful dragon is back!" Rainbow Dash said before Pinkie roared in her face.

"Pinkie Pie you scared me!", She said before realizing what just happened, "uh, I mean you broke my concentration."

"It's okay Rainbow Dash, not everyone can be as brave as me." Fluttershy said, before feeling a leaf touch her back.

Yelping she fell on her back laughing. Twilight just shook her head.

**Now let's skip back to right after Phantom and Fluttershy left the library,**

**At the cottage 3rd person**

"Alright Spike, go back to the library. I think Twilight wants to send a letter to the Princess, oh and tell them I say hi." Phantom sais as Spikes nods and letf.

"Oh dear!" Fluttershy gasp, seeing the animals all run around.

"Front and center!" Shouts Phantom.

Hearing that voice, the animals immediately line up.

"Oh thank you Phantom." Fluttershy said. "

I hope you all behaved, now it's dinner time." She said cheerfully.

Turning to Phantom she give an small "Thank you." before kissing him.

Breaking the kiss, Fluttershy heads into the cottage to get the food. Phantom stood frozen until he felt a nudge. Looking down, he sees Angel smiling smugly at him.

"Don't get any ideas now." He said, glaring at the rabbit, before turning around and heading back to the library with a blush forming on his face.

* * *

Okay, I made a love triangle and Ertigan made a love square. Like he said, he doesn't know if it going to stay or not. Plus he saw the chance and took it. Whiling I may use the the all lines form the show, I do try to throw Phantom in there. Well, up next is Look before you Sleep and I do wonder how Pahntom is going to handle a girl sleep over. Please review.


	8. look before you sleep

Hey every one, Phantom Fan 21 here. Now this chapter was suppose to be written by **ETRIGAN THE DEMON** but his laptop crash and he lost all his work. So I'm doing the chapter instead. Well, I seen Look before you Sleep before and I mistook this one for Sleepless in Ponyville that doesn't happen until later. Well here the chapter, Applejack and Rarity at at each other, Twilight has her first sleepover and Phantom has to deal with it all.

* * *

**3rd Person Pov**

The sun was shinning all cross Ponyville, well it was. The Pegasi was putting up clouds to make up on a lost day of rain. Down in Ponyville, all ponies was busy trying to remove extra branches from trees. Rarity, however, was putting them back on and look at it.

"Hm." She said before changing the leaves into decorations.

"Perfect." She said before a rope grab the branch and pull it down.

"Just take the broken limbs down, Rarity. ", Applejack said as she spit out her rope, "Don't y'all care about nothin' other than prettifyin'?"

"Somepony has to. You were making an absolute mess of the town square, Applejack." Rarity said showing that the square was a mess.

"Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony." Applejack said and buck the tree behind her trying to get any more loose branches down.

"I simply cannot imagine why the Pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day." Rarity said as the Pegasi cover the rest of the sky.

"Think more practical-like, will ya? They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it, is all." Applejack sigh before the rain started coming down.

"Oh no! My wonderfully styled mane shall be ruined!" Rarity whine as she try to dodge the raindrops.

"Ya shoulda hurried up and finished the job already." Applejack said annoy.

"Oh! Ah! Oh Ph! It's coming down too fast! Ah! Oh! Oh! Ah! Help me!" Rarity call out and Applejack roll her eyes.

She look around and saw a table not to far from where they were at.

"There. Hunker down to yer heart's content whilst I finish things." Applejack said and Rarity ran towards it, only to stop when reaching it.

"Oh, no, no, no!" She said.

"What now?" Applejack ask.

"I prefer not to get my hooves muddy." Rarity explain.

"Guh. There is just no pleasin' ya, is there? Everything's got to be just so." Applejack said annoy.

"Well, and how does muddying my hooves serve any useful purpose?" Rarity scoff.

"Y'all wouldn't know useful if it came up and bit'cha." Applejack said to her.

"That doesn't even make any sense." Rarity said.

"Does so. Does not. Does so. Does not. Does so. Does not." The two argue as the rain started to pick up.

"Does so infinity. Hah." Applejack said, thinking she won.

"Does not infinity plus one. Heh." Rarity counter and the two stare at each other.

"What say we go our separate ways before one of us says something she will regret?" Rarity ask.

"I reckon y'all are gonna say something you'll regret first." Applejack told her.

"On the contrary, I believe it shall most certainly be you who says something _you_ will regret first." Rarity counter.

"I'm not sayin' anythin'." Applejack said.

"Nor am I." Rarity added.

"Y'all just be on yer way, then." Applejack said.

"After you!" Rarity said and they both back away still looking at each other.

Thunder crack and the two mres quickly ran toward each other and grab hold.

"Perhaps we should stick together for now and find some shelter." Rarity said.

"Uh-huh, perhaps we should. And fast." Applejack agree as the rain came down a bit harder.

* * *

**Rarity's Pov**

Oh why did we wait in the rain? My mane is getting ruin. Oh! Please excuse me. I didn't mean to do that. Ahem!

Applejack hid under the muddy table as her way of staying dry.

"Heh. Nice and dry under here, sorta." She said.

"Oh! Unacceptable." I said turning away.

"Applejack! Rarity!" We sudden heard a mare call out.

"Applejack! Rarity!" Another voice said, this time a stallion.

We both look and saw two familiar unicorns.

"Twilight?" I ask.

"Phantom?" Applejack added.

I could see a small blush appear on Applejack's face and knew Applejack was one of the mares that has falling for Phantom. I would too, if my heart didn't belong to another pony. Oh! What I am saying? I need to focus.

"Come inside girls, quick." Twilight said and we ran into their house.

Applejack stop and ask a question that got me wondering as well, "Whoa, nelly. Is inside a tree really the best place to be in a lightning storm?"

"It is if you have a magical lightning rod protecting your home like we do. Come on in!" Phantom said smiling.

"Hah! We are most grateful for your invitation." I said.

"Thank ya kindly for yer hospitality." Applejack added before I stop her and pointed at her hooves.

"Uh, do be a polite house guest and go wash up please, won't you?" I said walking away.

I could have sworn I heard Applejack say, "If I gotta spend one more second with that fussbudget Rarity today, I can't be held responsible for what I'm gonna do." and walk out.

I was brought out of thoughts when Twilight ask, "Some storm, huh? The Pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home."

"Yeah, me and Twilight decide if there was anypony left out we'll bring them instead until they can get home." Phantom added.

I had to admit why I saw Applejack and Fluttershy fall for him. He was very polite and cute... Oh! What am I doing?! My heart belongs to another pony. Get a grip Rarity!

"It may indeed be a problem." I said.

"Well, you're welcome to stay if need be. Spike is away in Canterlot on royal business. Me and Phantom are home all alone tonight.", Twilight said then gasp, "you and Applejack should totally sleep over! We'll have a slumber party! I've always wanted one of those."

"Oh boy, my sister goes on about that. Sadly, I'm the only stallion here so I can't back out of it." Phantom said.

I was quite surprise. I knew I could handle Twilight and Phantom but Applejack? I need to get out of there.

"Oh! Uh, goodness. Uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now. Ah, silly me, I can't possibly stay here all night - with Applejack." I said, whispering at the end.

Twilight walk over to her books and took one down and brought over to me.

"_Slumber 101: All You've Ever Wanted to Know About Slumber Parties But Were Afraid to Ask._" I read.

"My own personal copy. It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today is the day! This is gonna be so great!" Twilight cheer.

"And I'm stick in it." Phantom sigh.

"Yes, uh, great." I laugh nervously looking back at Applejack.

She was just trying to clean her hooves but was hit with the water on her face.

"I'll go help her." Phantom said and walk out.

"Say Twilight?", I ask, "has you brother ever had any friends beside us?"

"No.", Twilight answer, "Me and Phantom both live in Canterlot before coming here. I didn't even try to make friends there. So he didn't have any either."

I was surprise. Phantom was a stallion and he had no friends. I can see why Phantom felt lonely. Maybe once he get with one of the mares he can have a hole lot of friends like he does now.

* * *

**Applejack's Pov**

I walk inside my hooves nice and clean. Phantom walk next to me and I blush.

"Thanks for the help Phantom." I said.

"Any time." Phantom said and we turn around to see Rarity and and Twilight puttin' some green stuff on their faces.

"What in tarnation... Now wait just a goll-darn minute. Ya make me wash the mud off my hooves, but it's okay for y'all to have mud all over yer faces?" I ask.

"Silly! This is called a mud _mask_. It's to refresh and rejuvenate your complexion." Rarity told me.

"Uh?" Phantom said due to that he wasn't girly like Rarity.

"We're giving each other makeovers! Eee-hee! We have to do it, it says so in the book." Twilight said and brought the book over.

"_Slumber 101: Everything You..._", I read, stopping in surprise, "oh hey, heh, would'ja look at the time. I gotta skidaddle on home quick. I'm powerful late for, uh, fer somethin'. Uh, g'night."

I try to leave but a loud thunder scare me into staying.

"Or maybe I'll sit here for a spell." I said.

"Between that and the storm? I say that a good choice for now." Phantom agree with me.

"Hurray slumber party!" Twilight shouted as Rarity threw the green stuff on both mine and Phantom face.

"Rarity!" Phantom yell as she rub it in his face then mine.

She place two cumbers on our faces and I ask, "What in the world is this for?"

Rarity said and said, "To reduce the puffiness around one's eyes, of course."

"Puffiness-schmuffiness!", I said eating them off, "that's good eatin'!"

"Rarity, stallions don't need makeovers, but because it my sister first sleepover, I'm going along with it." Phantom said and took of the cumbers and ate them as well.

"Hee-hee! Isn't this exciting? We'll do everything by the book, and that will make my slumber party officially fun." We heard Twilight laugh.

"Did you hear that, Applejack? You certainly would not want to do anything that would ruin Twilight's very first slumber party, _would you_?" Rarity ask me.

"Of course not, 'n you wouldn't either, I reckon?" I ask her back.

"So do we have an agreement?" Rarity ask once again.

"You betcha. " I said and spit on my hoof.

"Oh! Gross! You know, there's messy and there's just plain rude." Rarity said.

"You know, there's fussy, 'n there's just plain gettin' on my nerves." I counter.

"Fortunately, I can get along with any pony, no matter how difficult _she_ may be." Rarity said.

"Oh yeah? Well, I'm the get-alongin'ist pony yer ever gonna meet." I told her.

"That's not even a word." She said back.

Then Twilight appear and place her hooves around us, saying, "This is going to be the bestest slumber party ever! Yay!"

"Yay." We said not as cheerful.

"Why does this sound like it going to be a long night?" I heard Phantom ask.

* * *

**Phantom's Pov,**

I was glad that Twilight left me out of the next part of the make over, but I couldn't help but feel sorry for Applejack. True she was a mare, but she live on a farm.

"So, how are you getting along over there, Applejack?" Rarity ask her.

"Just fine." She said a bit sour.

"Glad I'm not in it, but I do feel sorry for you Applejack." I said.

"Thanks Phantom." Applejack said still a bit sour.

"This is so awesome!", My sister giggle, "Makeovers, check. Ooh, it says here we have to tell ghost stories. Who wants to go first?"

"Ghost Stories? Hm, I better make sure no ghost _are _around." I said and started to look.

"Me! I'd like to tell y'all the terrifying tale of the prissy ghost who drove everypony crazy with her unnecessary neatness. Oo-oo! I'm sure y'all are familiar with that one?" Applejack ask.

I roll my eyes before getting an idea. I whisper in my sister ear and she smile as Rarity said, "Never heard of it, but I have a much better one. It's the horrifying story of the messy, inconsiderate ghost who irritated every pony within a hundred miles! Oo-oo!"

"That's not a real story. You made it up." Applejack said as I tip hoof to the light switch.

"It is a ghost story, they're _all_ made up." Rarity said as I flick off the light.

They both scream and Twilight appear with a flashlight.

"I've got one! This story is called _The Legend of The Headless Horse_." Twilight said as thunder crack.

"This is going to be great." I whisper before sitting next to them.

"It was a dark and stormy night, just like this one. And three ponies were having a slumber party, just like this one...

* * *

**3rd Person Pov,**

Twilight continue the story as Rarity and Applejack started to get scare. Phantom has disappear and they were thinking that the story was true.

" ...and just when the last pony thought she was safe, there, standing right behind her, just inches away was - _The Headless Horse!" _Twilight said before pointed behind them.

Applejack and Rarity turn around and indeed saw the Headless Horse. They scream and garb a hold of each other. The light flick on and Phantom remove the towel on his head and laugh.

"HAHAHA! Got ya!" He said.

"My stars darlings, you give us quite a scare." Rarity said.

"Yeah, I really wonder what happen to ya." Applejack said.

"I come up with the idea to scare you, but I heard the story from a ghost name, Nocturne." Phantom said.

"Who Nocturne?" Rarity ask.

"A ghost that controls sleep. He pop by yesterday telling me that there was going to a bit trouble between tow of my friends and I had to help them. I can see that it you two, because you're still hanging on to each other." Phantom explain.

They both spit apart and look at each other.

"Ghost story, check. Now, who wants s'mores?" Twilight said checking it off the book then ask.

Applejack and Phantom took care of the marshmallows as Rarity took Twilight how to make them.

" Then you place one marshmallow on the top of the chocolate and be sure it's centered - that's critical - and then carefully put another perfectly square graham cracker on the top. And done. Ta-da!" Rarity said then laugh.

"Ooo!" Twilight said.

"Is it really that excited sis?" Phantom ask as he use his magic to bring more marshmallows.

"Nah, ya just eat 'em." Applejack said and ate one.

Once she shallow it, she belch.

"Nice one." Phantom said.

"You could at least say excuse me." Rarity said gross out.

"Aw, I was just about to, but you interrupted me.", Applejack said, "Pardon."

"S'mores, check. Now the next item of fun we have to do is Truth or Dare." Twilight said.

"Hm, I think I heard of that game." Phantom said before hearing Applejack and Rarity try the game themselves.

"I dare Applejack to do something carefully and neatly for a change." Rarity said first.

"Oh yeah? Well I dare Rarity ta lighten up and stop obsessin' over every last little detail, for a change." Applejack said back.

"I think the _truth_ of the matter is that some pony could stand to pay a little more attention to details." Rarity said next.

"And I think the _truth_ is some pony oughta quit with her fussin' so the rest of us can get things done." Applejack said again.

"Um, I don't think this is how the game's supposed to work.", Phantom said and look for the rules, "you have to give an honest answer to any question or do whatever any pony dares you to do."

Seeing what he means, Applejack took the first turn.

"I dares you to step outside and let your precious, tidy mane get ruined again." She said as Rarity gasp.

"You have to. It's the rule." Twilight said, looking at the rules herself.

"Hah!" Applejack laugh.

"Fine!" Rarity said and went outside.

Applejack cover her mouth as she hear Rarity shriek. She walk back in, soak. Phantom give her a towel so she won't get sick.

"Thank you Phantom. I dare Applejack to play dress-up in a frou-frou, glittery, lacey outfit." Rarity said.

Applejack gasp then left. She come back dress just like Rarity wanted her to.

"Happy?" She ask sourly.

"Very." Rarity smirk.

"Um, do we ever get a turn?" Twilight ask but the two mares kept throwing dares at each other.

" I dare ya to enter the next rodeo when it comes to town. I dare you _not_ to enter the next rodeo that comes to town. I dare ya to not comb your mane a hundred times before bed. And I dare you to comb yours just _once_." They went on.

"Oh boy." Phantom said groaning.

"I dare you to _kiss _Phantom!" Rarity said.

"SAY WHAT?" Applejack and Phantom shout.

"Rarity what in Equestria?" Applejack ask her.

"It a dare, do it." Rarity said smirking.

Applejack look at Phantom and walk up to him. She reach over and kiss his check.

"There, done." Applejack said.

"I didn't mean on his cheek..." Rarity said before Phantom spoke up.

"I, uh, I think we should check off Truth or Dare and move on." He said blushing.

"Sure, let's see what our next fun-fun-fun thing is, shall we? Hm, what does this mean? Pillow fight?" Twilight said looking at the book.

"Oh, please. I am not at all interested in participating in something so crude.", Rarity said before getting hit with a pillow, "Oh! It! Is! On!"

Applejack and Rarity threw pillow after pillow at each other. Phantom duck under the while Twilight pop up.

"Oh, I get it! Pillow, fight! Fun! Ugh. Ah." Twilight said getting hit by two pillows.

"Uh, girls? Maybe we should take it down a notch?" Phantom ask uncovering his sister.

"I will if she will." Applejack said.

"She started it." Rarity counter.

"Twi, this needs to stop." Phantom whisper to his sister.

"Maybe we should just call it a night and get some sleep?" Twilight ask.

"Wait you only got two beds." Rarity pointed out.

"It ok, you two can have my bed." Phantom said hoping this will get them to stop this fight.

"What about you?" Applejack ask hoping that she didn't have to share with Rarity.

"We can share my bed." Twilight answers.

"Twilight, are you sure?" Phantom ask surprise.

"Yeah, were brother and sister. We can sleep in the same bed." Twilight said.

"Ok..." Phantom said and the four ponies went upstairs.

* * *

**Rarity's Pov,**

I never slept in Phantom's bed before. Like Twilight's, it was cover in stars only it had moons are it. I know there was two ponies that has. Rainbow and...Applejack. I turn to her and frown. Nice of Phantom to give me his bed, but why did he make me share it with Applejack?

"Keep your muddy hooves on your side of the bed." I whisper.

"My hooves ain't muddy." Applejack whisper back.

"They were. There might still be a little on them." I said quietly.

"There ain't. See?" She said back and show me.

"Eww!" I said and pull Phantom's blanket around me.

"Now who's bein' inconsiderate?" Applejack said and pull the covers back on her.

I got up and said, "I have to make the bed again so the blanket will be right. Get up."

I push her off and use my magic to remake Phantom's bed. Once I was done, Applejack started to get back in, but I stop her.

"Ah ah ah! You'll ruin it. You have to do it like this." I said and show her.

"Yeah, that's not gonna happen. Geronimo!" I hear and was knock off the bed.

I shook my head and stood up.

"You did that on purpose." I said glaring at her.

"Um, yeah?" Applejack said.

"Get up so I can fix it again." I told her.

I was really started to get tired of this.

"Can't hear ya, I'm asleep." Applejack said and I heard fake snoring.

I'll pull the blanket off and waited for her to move.

"I ain't budgin'." she said.

"You will if you want any blankets." I counter.

She grab the blanket and try to yank it out of my mouth.

"Give it back!" She said angrily.

"I will not!" I told her and pull.

"Yes, you will." Applejack said and pull back.

"Won't!, Will!, Won't!, Will!, Won't!, Will!" We argue once more.

"Enough!" We heard Phantom and Twilight shout.

We turn to them, both of the quite made and Phantom's eyes are once more green.

"It says right here that the number one thing you're supposed to do at a slumber party is have fun, and thanks to you two I can't check that off!" Twilight said.

"And I even gave you two my bed hoping that the night will past in peace, but you two are acting like a bunch of silly fillies!" Phantom added.

"I've been tryin' my darndest to get along." Applejack said.

"No, it is I who have been trying _my_ best." I counter.

"No, it was me." Applejack said getting in my face.

"No, it was I." I said getting in hers.

"Me!, I!" We started again before Phantom use his death magic to shout our mouths.

"_I_ hope you're happy, both of you. You've ruined my very first slumber party. The makeover, the s'mores, Truth or Dare, the pillow fight... I mean, is there anything else that could possibly go wrong?" Twilight said angrily.

"And if we knew you two were not going to get along, we would have teleport you home!" Phantom shouted before the hearing lighting crack.

Phantom's eyes turn back into blue and i notice that they look calm as the sea...Oh, your doing it again Rarity.

Twilight hind under her blanket and said, "Sorry I ask."

* * *

**3rd Person Pov,**

The four ponies ran towards the window and open to see that a tree was about to fall on one of the houses.

"Ya see? That's why we needed to take down all those loose branches in town, not spiffy 'em up." Applejack said pointing it out that Rarity should have done the work right.

"We got to stop that tree before it falls on that house!" Phantom said.

"Outta my way! Time's a-wastin'." Applejack said and pull out her rope.

"Wait! Stop! Don't!" Rarity call out knowing what Applejack was going to do.

"No waitin'! No stoppin'! Doin'!", Applejack said and threw her rope around the tree, stopping it from landing on the house, "and that, my friends, is what we call gettin' 'er done."

Phantom quickly saw what Rarity was trying to warn her about and shouted, "Applejack! Don't pull the..."

It was too late, Applejack pull and the tree came crashing down instead of Phantom's and Twilight's house.

"I tried to tell you it would come crashing down in here." Rarity said climbing back up.

"Well, ya should'a tried harder.", Applejack said before turning to her friends.

"It's... Well, it's not okay. There's a giant tree branch in the middle of our bedroom, and the book doesn't say anything about having a giant tree branch at your slumber party. Or at least I haven't found that entry yet." Twilight said and started to look though the book.

"Twi, can you put down the book and help move this tree out of here?!" Phantom shouted, but she didn't listen.

Applejack flip around to the other side of the tree and saw that Rarity was picking up a small mess.

"What in tarnation are y'all doin' over there?" Applejack ask.

"Cleaning up this mess some pony made. Who was that again? Oh, right, that's _you_." Rarity said placing a book over her head.

Applejack roll her eyes and went around the other of the tree and saw Twilight's still reading the book and Phantom trying to get her to stop.

"We gotta do somethin'!" Applejack said.

"I have a plan, but you need Rarity help to do it." Phantom said.

"What?! Oh huh, no way, no how." Applejack said.

"Applejack, you and Rarity are friends. Aren't friends suppose help one other?" Phantom ask her.

Applejack sigh and flip back to the other side of the tree and Phantom follow her. Rarity was still picking up the mess that was made.

"Rarity, for pony's sake, stop sweatin' the small stuff and help me get rid of this thing! I said hussle over here and help me!" Applejack said but Rarity didn't move.

"Applejack?" Phantom said.

Applejack sigh and said "Look, I'm sorry, alright?"

"What was that?" Rarity ask surprise.

"I said I'm sorry! I should'a listened to you when you noticed where this here branch would end up. Yer annoyin' attention to detail would'a saved us from this whole mess. But right now, ya need to stop bein' so dang fussy pickin' up all the little things and help me move the one big thing in here that actually matters! Please!" Applejack told her and Phantom smile.

Rarity turn from her work and saw that the rain was still coming inside.

"Uh. Uh, but I'll get all icky." She whine.

"Consarnit! What the...", Applejack started to say be notice a glare from Phantom.

"Eh... you... I mean, yes, ickiness is often a side effect of hard work. But y'all need to get over it, on account I just can't fix this mess I made myself. I need your help." Applejack said still annoy about Rarity worry over her looks but knew if this was going to get clean up, she has to deal with it.

"Let's do this." Rarity said, forgetting about her looks.

While Twilight continue to read her book, Applejack, Rarity and Phantom got to work. Rarity and Phantom use their magic to change all the leaves into decorations. Applejack was about to kick the log out before seeing a glare from Rarity and Phantom shaking his head. She she grab it and drop it out the window. She close it as they smile. Until Rarity saw what she look like.

"U-ugh. Oh, I look awful." She said.

Phantom roll his eyes and Applejack began to think. She got an idea and soon place two cumbers on her eyes.

"Better?" Applejack ask.

"Hmph, thanks." Rarity and try to find Applejack.

Applejack reach her head close and Rarity grab it. They both hug as Phantom turn to see his sister finally looking up from the book.

"Oh, pretty! Where did these come from? They're not in the book either." Twilight said and Phantom took the book from her.

"Twi, I love you, but not everything is in a book." He said.

**Later,**

Applejack, Rarity, Twilight, and Phantom was playing twenty questions and they spit into team. Applejack and Rarity against Twilight and Phantom. It was Applejack and Rarity turn and they where running out of questions.

"Is it bigger than a barn?" Applejack ask.

"Nope." Phantom told her.

"Is it smaller than a saddle?" Rarity ask next.

"No! Only three of your twenty questions left!" Twilight said.

Applejack sigh and said, "We're never gonna guess what y'er thinkin' of, it could be anythin'."

"Are we getting warming?" Rarity ask.

"Why? Is it too cold in here for you? I can turn up the heat." Twilight ask as Phantom face hoof himself.

"She means are we gettin' any closer with our guesses?" Applejack explain.

"Oh! No. And that technically counted as a question, so only two more left!" Twilight said in understanding.

"Come on you two. Make them count." Phantom said.

"Is it... a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes?" Applejack ask.

"Who flies through the air all over the world to hide magic, sparkly eggs?" Rarity added.

Twilight and Phantom stare at them dumbfound on that question.

"What in Equestria?" Phantom whispers.

"That's it!" Twilight said.

"It is?" Everypony ask her.

"No. It's that." Twilight chuckle and pointed to hers and Phantom telescope.

"But it was just so nice to see you two finally getting along, we wanted you to be able to win together." Phantom said.

Applejack and Rarity laugh, showing they were.

"See? We could have been having fun like this all along." Twilight said.

"If only somepony hadn't been so persnickety." Applejack smiling at Rarity.

"Well, maybe she wouldn't have been if somepony else hadn't been so sloppy." Rarity smile as well.

"Sorry for being such a pain in the patootie." Applejack apologizes.

"Oh, no, I'm sure I was much worse." Rarity said.

"That's kind of ya to say, but I'm the one who's sorry." Applejack said.

"Oh, I'm much more sorry than you are." Rarity said and they started argue again.

"Ugh. Are not., Are too., Are not!, Are too., Are not., Are too." They laugh making Phantom shake his head.

"I declare my first slumber party a success!" Twilight said.

"_Our _first slumber party, sis." Phantom correct her.

Right.", Twilight blush before holding up the book, "have fun, check."

They all laugh and continue to have fun.

_Dear Princess Celestia, It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you'd just might be surprised to discover a way to be friends after all._

Twilight turn to see the other playing and said, "So, who's up for another slumber party tomorrow night?"

The three look at each other before throwing pillows at Twilight.

"Ugh. How about a week from Thursday? Oh, how about two weeks from Saturday? A month from now?" She try to say only to get hit with the pillows.

The four ponies laugh as Celestia's sun finally shine through.

* * *

Well what you guys and girls think? Now some of you might not know but **ETRIGAN **put a poll of which pet should Phantom get, check it out and make your vote. Later, we'll put up the poll of which mare Phantom should be with. Please review and if you want to re my stories, just go to my homepage.


	9. bridle gossip

**ETRIGAN THE DEMON here again ,just like last chapter I want you to know that the poll for Phantom's pet is now up stop suggesting and start voting. I have many different types of pets including a dragon so cast your votes. We have three votes already, the animals you will find out when you vote. Choose wisely, the pet you want may not be the pet you get. Enjoy!**

* * *

**Episode 9 Bridle Gossip **

**Phantom's Pov,**

"Wow! What a beautiful day!" Twilight said as we walked down the path.

"Yeah.", I said, "I bet the night will be even more beautiful."

"Rainbow Dash must have gotten up early for once and cleared all the clouds away." Spike said.

Chuckling, I said "Yeah right, this is Rainbow Dash we're talking about. There's no way she would get up early."

"Yeah, I suppose you're right Phantom." Spike said.

"I bet all of Ponyville is going to be out enjoying the sunshine." Twilight said as we reached town.

As we walked through town square, we no pony except for a strange pony wearing a hooded cloak digging at the ground.

"Where is everypony?" Twilight ask.

"I'm going over there to ask her." I said walking over to the pony.

"Um hello." I said

"Ah hello." She replies.

"Could you please tell why there is no pony out side today?" I ask her.

"That I am unsure of.", she said, "I came into town to gather ingredients for a soup I'm making from my home country, but every shop seems to be closed.

"And where is your home country?" I asked as she pulled back her hood.

"The zebra country." she answered.

My eyes widened.

"The Zebra Country?! I haven't been there in ages! They really do make good dishes." I said smiling.

"You seem to know a lot about the zebras, why is that?" she asked.

"When I was a young colt, we heard that the zebras were very knowledgeable about super natural occurrence's." I explained.

"That is true, why did you seek us out?" She asked.

"I was born with the ability to see and talk to ghosts. I have two cutie marks and two different magic abilities." I said.

"That is interesting." She said, thinking about it as we move to a table.

"So who did you see?" She asked, conjuring a couple of chairs.

I sat down, while explaining, "We meet a very intelligent zebra who had one daughter who was one of my first friends. She was called Zatarra and she could do unicorn magic without a horn." I said as she also sat down

I saw her eyes widen at my explanation.

"What was her daughters name?" she asked me.

I could see she was on the brink of tears.

"Her daughter name was Zecora." I said.

The next thing I knew, I was being hugged by her.

"Why are you hugging me?" I asked.

"My name is Zecora." She answered tears in her eyes.

My eyes widened and I immediately grabbed her in a hug, tears threatening to fall down my face as we hugged as old time friends, I idly wondered what Twilight was doing.

* * *

**Twilights Pov,**

Walking around, I wondered where everypony was.

"Maybe it's some kind of pony holiday?"Spike ask

"I don't think so." I said.

"Does my breath stink?" He ask, before shooting his fire in the air and sniffing it.

"Not more than usual." I said with a chuckle.

"Is it zombies?!" Spike said scare.

"Not likely." I deadpanned.

"Not likely, but possible." He said in a scared tone.

"Psst." said a familiar voice.

Looking over to Sugar Cube Corner, we saw Pinkie Pie.

"Twilight, Spike, come here! Come here! Hurry before she gets you!" She whisper yelled.

Running inside, we shut the door only to be in complete darkness. Before I could say anything a flashlight turned on.

"Who the zombie pony?" Spike ask shivering.

"Zombie pony!" Pinkie Pie said, shaking.

"Spike! There are no zombie ponies!" I said as he got off my back.

I started, "Pinkie what are you doing here alone in the dark?"

"I'm not alone in the dark." she said before making more light to show Applejack, Rarity, Rainbow Dash, Fluttershy and Apple Bloom inside as well.

"Okay then, what are you all doing alone in the dark?" I asked.

"We're hiding from her!" Applejack said, pointing out the window before gasping as we saw my brother talking to the strange hooded pony.

Looked over also gasping, "What is he doing?!" Pinkie Pie ask.

"He told me he was going to ask her if she knew where any pony was while walked around looking for somepony." I answered wondering why they are scared of a pony.

We kept watching before she looked over at us. I then saw my brother waving at me. Waving back, I smiled before turning to the others.

"Did you see her Twilight? Did you see Zecora?" Apple Bloom ask me.

"Apple Bloom! I told you never to say that name." Applejack yell.

"Well, I saw her glance this way, then I saw my brother waving at us." I answer.

"She glanced _evilly_ this way." Pinkie Pie added.

"And then I saw a bunch of you flip out for no good reason while I waved back." I continue, ignoring Pinkie.

"No good reason, you call protecting your kin no good reason and what is your brother doing talking to Zecora? Why aren't you saving him?" Applejack ask.

"While I may be the older of the two of us, he can handle himself just fine." I said.

"Anyway," continued Applejack, "when Apple Bloom saw Zecora walking into town she started shaking in her hoofs, so I swept her up and brought her here."

"I walked here myself!" protested Apple Bloom from Applejack's back.

"For safe keeping." finished Applejack.

"Applejack! I'm not a baby! I can take care of myself!" Apple Bloom said.

"Not from that creepy Zecora." Applejack said.

"She's mysterious." Fluttershy said.

"Sinister." Rainbow Dash added.

"And spoooooky!" finished Pinkie.

Looking back out the window, we watched as she take off her hood. I frowned hearing the gasps from behind me.

"Will you cut that out!" I said.

"Just look at those stripes, it's garish!" Rarity said.

"She's a zebra." I said.

"What?"exclaimed everypony else.

"A zebra and those stripes aren't a fashion choice, she was born with them." I explained turning away, before rarity fainted.

"Born where?" Applejack asked, "I've never seen a pony like that in these parts, except her. "

"Well, she's probably not from here, but if you want to know more about zebras you should ask my brother. He knows more about them than I do.", I said.

"Still, I wonder how Phantom know more about zebras than I did, but I do know she's not a pony. My books say that zebras come from a faraway land, but I've never seen her in Ponyville." I finished, looking out the window to see Phantom and Zecora hugging like they knew each other.

Everypony else looked where I was looking and gasped again.

"Where does she live?" I wondered ignoring their gasp.

"That's just it. She lives in the Everfree Forest!" Applejack exclaimed, before the house started shaking.

"Spike!" I yelled.

"Sorry." He said.

"The Everfree Forest just ain't natural." continued Applejack.

"The plants grow, animals care for themselves." Fluttershy added

"And the clouds move all on their own." finished Rainbow Dash and Rarity fainted again.

"And that wicked enchantress Zecora lives there doing her evil stuff!", Pinkie said, she's so evil i even wrote a song about her!"

"Here we go." Rainbow Dash said face hoofing.

_**She's an evil enchantress**_

_**She does evil dances**_

_**and if you look in her eyes**_

_**she'll put you in trances**_

_**then what will she do**_

**_she'll mix up an evil brew_**

**_and she'll gobble you up_**

_**in a big tasty stew**_

_**so WATCH OUT!**_

The song was so crazy I couldn't believe it!

"Wow, catchy." I said sarcastically.

"It's a work in progress." Pinkie told me.

"This is all just a lot of gossip and rumors, now tell me what have you actually seen Zecora do?" I asked before looking outside to see Phantom and Zecora had returned to talking.

"Well, once a month she comes into Ponyville," begins Rainbow Dash.

"Then she lurks by the stores," continues Rarity.

"And then she digs at the ground." finishes Fluttershy.

"Good gracious!", I say sarcastically, "okay I'm sorry, but how is any of this bad? Maybe she comes to town to visit."

"Yeah!" agrees Apple Bloom.

"Maybe she's just trying to be neighborly and maybe she's not lurking by the stores, she's going to them. Lurk free to do some shopping." I added.

"Yeah!" Apple Bloom agrees again, "everypony likes to shop."

"Phantom doesn't." I said quickly.

"Okay, nearly everypony likes to shop. Know what I think?" continued Apple Bloom.

Apple Bloom!" Applejack said, "hush and let the big ponies talk."

"I am a big pony." grumbles Apple Bloom.

"Oh what about digging at the ground? You gotta admit that's weird." Rainbow Dash said.

"What if she's digging for innocent creatures?" Fluttershy ask scare.

"I'm sure there's an explanation for everything Zecora does." I said ignoring pinkie singing her song behind us.

"And if anypony here, besides my brother, were brave enough to approach her, she would find out the truth." I finished.

No one, but me heard Apple Bloom declare herself brave enough to find out. Smiling inwardly, I knew that if Zecora really was bad, Phantom would protect her

* * *

**3rd person pov,**

Peeking out from behind the staircase, Apple Bloom watched the two chat seeing them. Turning to were she hid, "Come on out, Apple Bloom.", Phantom said, "we know your there. Come on I want you to meet my fillyhood friend, Zecora."

Walking up to them, Apple Bloom asked, "She's your fillyhood friend?"

"Eeyup!" Phantom said sounding like Big Mac.

"You have been spending to much time around Big Mac." Apple Bloom said chuckling.

Sighing he turned back to Zecora.

"So the Everfree Forest huh?" He asked.

"Indeed Phantom." She replied.

"Have you avoided the poison joke?" he asked.

"Yes and I even collected a sample for an antidote. Oh! I have to go.", She said, "goodbye Phantom and young filly."

"Her name is Apple Bloom." Phantom told her.

"Well then, goodbye then Apple Bloom." Zecora said.

"Goodbye Zecora! I'll see you later, okay?" Phantom call out as she left.

"Nice to meet you Zecora!", Apple Bloom call our as well, "good bye!"

As Apple Bloom wave, Phantom looked to see the others.

"Hey Apple Bloom, I think the others realized you were with me." He said.

"Apple Bloom! What were you doing talking to that evil Zecora phantom?!" Applejack ask.

"Talking to her." Apple Bloom answer.

"But she could have taken you." Applejack said.

"No, Phantom would have protected me." Apple Bloom pointed out.

"What were you doing with her?" Applejack ask, turning to Phantom.

Only to see him give her a dirty look before walking back to the library, but not before telling Apple Bloom to not let them know anything about what they were talking about.

"Well, how rude." Rarity said.

"Why did he look at me like that?" Applejack ask confused.

"It's not my place to say. You want to know, ask him. I'm going home." Apple Bloom said and left.

* * *

**The next day, Phantom's Pov,**

I walked up to Sweet Apple Acres to pick up Apple Bloom. I had agreed to take her to see Zecora yesterday. Passing Big Mac in the fields, I callout, "Good morning Big Mac!"

"Eeyup!" he called back.

I passed Applejack and saw her look at me, but I just ignored her. I couldn't forgive for what she said about Zecora yesterday. Knocking on the front door, I smiled as Granny Smith opened it.

"Good morning Granny Smith! Is Apple Bloom ready?" I asked.

"Good morning Phantom! Yes, she's been jittering all morning waiting for you." She answered.

"Hey Phantom!" said a little cream coloured blur as she zoomed out of the house."

"Good morning Apple Bloom. How you doing?" I asked with a grin.

"Big sister's been really confused as to why you looked so angry at her.", Apple Bloom said, "she kept bugging me as to why, but i kept my word and didn't tell her a thing."

"And for that, I'll get you something from sugar cube corner before we leave." I said, proud of her.

"Yay! Thanks, Phantom!" She said.

"Anytime." I replied before heading off, not realizing a certain orange pony was following us.

**At Sugarcube Corner,**

"Good morning Miss Cake." I said walking in.

"Good morning Phantom.", She replied, "what will it be Apple Bloom?"

She pointed at a certain cake and I brought myself one too, paying the correct amount of bits.

"Thank you Miss Cake." I said.

"Thank you Phantom, will we still see you tomorrow?" She said and ask.

"Yes Miss Cake.", I said. "I'm always ready and after I'll be helping Big Mac with the apples."

"You usually do that with Applejack." Miss Cake said.

"Well, I'm not too happy with her right about now. Give it a few weeks.", I said, "well, see you tomorrow, Miss Cake!"

"See you tomorrow Phantom." She said as we left.

I took a bite out of my cake and my eyes widen.

"Wow! Apple Bloom, you really know how to pick a good cake." I said as the flavours exploded on my tongue.

"Thank you.", Apple Bloom said, "this is my favourite cake in the whole of Ponyville."

Finishing off the rest of our cakes, we left Ponyville to see Zecora not noticing the 5 other ponies following us.

* * *

**The Everfree Forest 3rd person Pov,**

As they walked through the Everfree Forest, Phantom said hello to the ghost from the first time and asked directions to Zecora's hut, forgetting to do it yesterday. Thanking him for the information, he was glad. He picked up plant pots before he left he was hoping to score some poison joke for pranks when he got back. As they reached the blue plant, he lifted Apple Bloom on his back.

"What's up Phantom?" she asked him.

"Just trying to not let you touch the blue plants." he answered.

Reaching the other side, safely, he pulled out some of the pots and placed a couple of flowers in each one. One for Zecora and the other for himself. Picking up the pots, he started to move when he felt something against his chest. Looking down, he saw it was a rope tied into a lasso. Growling, he turned to see Applejack, Rarity, Pinkie Pie, Fluttershy and Rainbow Dash. He knew Twilight wouldn't have been there because he told her everything about him and Zecora. Looking at where they were standing his growl turned into a smirk. Putting them to sleep, he teleported each of them to their respective homes before continuing his journey to Zecora's.

* * *

**At Zecora's Phantom's pov,**

As we arrived at Zecora's, I smiled at the familiar decorations. Walking in we saw zecora pouring spice into her cauldron.

"Ah Phantom, Apple Bloom, you're just in time. I just finished making some of my mother's soup."

My eyes brightened at those words.

"Zatarra's soup was well known and well liked among the zebras. Just wait until you try this Apple Bloom, it is incredible!" I said.

"Really?" she ask.

"Yes, zebra dishes are very delicious.", I exclaim, "and Zecora's mother made the best soup in the zebra homeland.

"Oh wow!" Apple Bloom said couldn't wait to try it.

"Oh that reminds me, Zecora, I got you something here. It's a couple of plants of poison joke. This way you don't have to go out to get samples." I say handing her the pot.

"Oh, thank you Phantom." Zecora said, "this will help me greatly. Oh, the soup is done. Here try it and tell me how it is."

As we took a sip, my eyes became stars and I could see Apple Bloom was trying her hardest not to just slurp down the whole thing.

"Just like you mother's." I say.

"My favorite cakes have nothing on this!" Apple Bloom said as she finished.

"You said you were working on an antidote for the poison joke?" I ask.

"Yes." Zecora said, "but the shops that have what I need are always closed when I go to get something."

"What do you need?" I ask, "I'll get it for you.

"Bubble bath." She said.

"Why bubble bath?" I ask confuse.

"I have found that the only way to cure poison joke is soap and water." She said.

"That's interesting.", I said, "well, we'd better go before Big Mac and Granny Smith get worried. I'll bring some bubble bath next time I visit.

"Thank you Phantom, it was nice seeing you after all these years." She said giving me a hug that I happily return.

"You too Zecora, you too. I'll see you in two days.", I said getting ready to leave, "good bye Zecora."

"Good bye Phantom." She said.

"Good bye Zecora!" Apple Bloom said.

"Good bye Apple Bloom." Zecora said.

Leaving, I wondered what effects the poison joke would have on the others.

**The library,**

I woke up feeling good, before i heard some 5 familiar voices and one high pitched hard to hear voice. Looking down stairs, I saw Rainbow Dash with her wings on her stomach, Rarity with her hair so ridiculous I can't describe it, Apple Bloom struggling not to laugh, Pinkie Pie with her tongue somewhat swollen with blue dots on it, a tiny Applejack and Fluttershy who seemed to have nothing wrong with her and Twilight, like Apple Bloom, was struggling to keep from laughing. Spike, however, wasn't even trying to hide it. I too, was trying to keep from laughing as I listened to their conversation.

"See Twilight? I'll bet Zecora hypnotized Phantom into putting us to sleep then while we lay there, she cursed us before having Phantom drop us off at home.", Applejack said in a high pitched voice, "see? I'm small, Rarity's hair is out of control, Pinkie can't talk for once, Rainbow Dash keeps crashing into stuff and Fluttershy hasn't said a word all morning, not even to her animal friends!"

"What happened to you Fluttershy?" Twilight ask

Fluttershy simply shook her head and didn't say a word.

"Good gravy Fluttershy, what's wrong with you?!" Applejack shouted from the bench.

"I don't wanna talk about it." Fluttershy said in a deep stallion voice that did it.

The flood gates broke for me, Spike and Apple Bloom as we all feel to the ground laughing. Which was very painful to me as I was upstairs, but I was laughing to hard to care.

"Would you quit that!" Rarity shouted.

"Okay! Fine.", I said as my laughs died down, "I should probably leave anyway. I'll see you tonight Twilight."

"You too, Phantom." My sister said.

"Come on Apple Bloom I want to show you how to make cakes." I said as we left, we didn't notice a small orange pony jump into Apple Bloom's tail.

* * *

**3rd person Pov,**

"Where is he headed off to?" Rainbow Dash ask, trying to get the ladder off her neck.

"Didn't you know? He likes to help around Sugarcube Corner and Sweet Apple Acres once a week. Preferably when Apple Bloom doesn't have school." Twilight said.

"Really?" Rarity ask.

Pinkie Pie nodded because she still couldn't speak.

"Maybe he could help me make dresses sometime." Rarity said.

"Well, you'll have to ask him.", Twilight said, "but first we should find a cure for your problems."

"How about this?" Spike ask holding up a book.

"_Supernatural Cures._", read Twilight, "no Spike, the word super natural suggests that it's magical. This book is a bunch of hooey."

"I think we should confront Zecora and force her to release Phantom from her hypnotism, but that can wait until he gets back." Rainbow Dash said.

"Whatever.", Twilight, "just stay away from that plant next to his bed. He says he wants to try something with it."

Fine." Rainbow Dash groan.

* * *

**Phantom's pov,**

The minute we were out of ear shot, we immediately burst out laughing, drawing attention from ponies walking nearby.

"That was hilarious!" I said through my chortles.

"Yep!" Apple Bloom agree from beside me.

"How did it happen, though?" She ask, when she could.

"Ah, the blue plant I made sure you didn't touch yesterday is called poison joke. It's a plant that causes something funny for each pony who touches it's leaves. I brought back a couple to see if I can turn it into a potion or powder to use in my pranks. Anyway, they were standing in it which made them like they are now." I explain.

"Wow! Can I have one?" She asks me.

"When you get your cutie mark.", I told her, "now let's go, I can just hear the ingredients wanting to be used for a cupcake.

As we walked to Sugarcube Corner we were still chuckling too hard to feel the pony in Apple Bloom's mane, thinking about what she just heard.

"Now you see Apple Bloom, the trick to making great cupcakes is to use the essence of flavor. Now focus concentrate imagine you are holding it in your hoof, or magic depending on the pony. Now put it in the bowl, now we mix it up with the rest of the ingredients, when your done mixing put fill the tray only half full per hole we get more cupcakes with more flavor, now put it in for ten minutes, after waiting ten minutes they were sure to be ready, now take them out and let them cool." I explain to her and watch over her.

She took the two trays out of the oven and put them on the stove. After letting them cool for 30 seconds, I picked one up and started frosting it. After i was done, I started decorating them hearts stars cutie marks and even the princesses heads.

"Now I am done.", I said, "here try one.

"I watched her eyes widen and a tear drip down her cheek as she took a bite.

"This is the best cupcake I have ever tasted!", She said, "can I take these back to the farm with me?"

"Sure!", I said, "I have enough bits for cupcakes for the entire apple family.

Walking to the counter, I call, "Miss Cake, I would like to purchase the cupcakes i made today."

"There's no need for that." she said.

"But I insist, here 20 bits for the lot of them." I said.

"Okay then Phantom, see you next week." She said and hand me the cupcakes.

"See you next week, Miss Cake!" I said, neither of us saw an orange pony jump out of Apple Bloom's mane and run towards the library.

**Sweet Apple Acres,**

"Hello Granny Smith, have you seen Applejack yet?" I ask.

"No, I haven't seen her all day.", She replied, "I was thinking she went out during the night. Why? Do you know where she is?"

"Yes, she should be at the library with the others and I know she was here last night and she was here this morning, unfortunately she was just really small." I explain.

"Why was she small?" Granny Smith ask me.

"She and the others, except Twilight, ran into some poison joke. Phantom knows how to fix it, but he wants Applejack to apologize to Zecora first." Apple Bloom said.

"Yes you told us about that. Don't worry Phantom, we haven't told Applejack." Granny Smith said with a wink.

"Thank you Granny Smith. Here we brought cupcakes I made at Sugarcube Corner." I said and we bring out the bag.

"These are really good Granny, they are my new favorite cake." Apple Bloom said.

Taking a bite, Granny Smith's eyes widened and she seemed full of energy.

"These here cupcakes make me feel 20 years younger." She said.

"Ah, the essence of flavor. It has a different effect for every pony the effect. I felt was so incredible it's how I started doing jobs around here and Ponyville.", I said smiling at the memory, "well I better get started. Apple Bloom, why don't you show Granny Smith how to get the essence of flavor? Just remember only trusted ponies should be allowed to know the secret."

"Okay Phantom, come on Granny do we have what we need to make muffins?" She said walking into the house.

Chuckling I walked into the orchard, ready to start bucking.

* * *

**The library, Applejack's Pov,**

As I run back to the library, I thought about what I had just heard and seen. Cupcakes so delicious they made Apple Bloom shed a tear. Not even my best batch of muffins could do that and this poison joke is what's made everypony so strange. I'm going to have to talk to Twilight about this. Reaching the library, I was about to go under the door when it opened and a set pink hoofs stepped out.

"Hey, Pinkie Pie!", I yell just loud enough for her to hear me, "can you go back inside? I want to say something about this curse."

Nodding she turned around keeping the door open for me. Walking in I see everypony walking back into seats. I was lifted on to the bench by Twilight.

"Thank you Twilight.", I said, "now I was getting a ride back to the farm in Apple Bloom's mane."

I yelled so everyone can hear me, "I heard something, Phantom said that this curse isn't a curse, but an effect of touching poison joke."

"What on Equestria is poison joke?" Rarity ask, still trying to keep her hair out of her eyes.

"I don't know, but what I do reckon it has something to do with Zecora." I said, "I suggest we follow them tomorrow.

"Agree." Everypony said.

"Where should we stay the night?" Fluttershy ask.

"I'm not going out there looking like this!" Rarity said.

"I need to know when their on the move and i don't want to hide in Apple Bloom's mane anymore." I said.

"So it's settled.", Rainbow Dash said, "we stay the night."

Everypony nodded as I notice Twilight beam.

_'Oh right, me and Rarity f__orgot to tell the other about the sleepover we had.' _I thought and face hoof myself.

* * *

**The next day, Phantom's Pov,**

I woke up feeling pretty happy, I was heading off with Apple Bloom to help Zecora today.

"Good morning Twilight.", I said, "I need to pick up a few things, then I'm going to pick up Apple Bloom, then I'm heading off. I'll see you later tonight."

"And between you and me, nice choice to bring some poison joke home with you." She said whispering the last part.

"Thanks. Alright, see ya sis!" I call.

"Later bro!" She calls back.

I picked up the bubble bath like Zecora asked and a few herbs and some spices and a couple of packets of tea. The zebras back in the homeland loved tea and they got me enjoying it every now and then as well. Not noticing the 5 figures following me, I went off to pick up Apple Bloom. Walking up, I noticed Big Mac waving at me. Stopping for a moment, I waved back before he went on with his apple bucking. I knocked on the door and waited for Apple Bloom. The door opened and I was nearly tackled by a flying cream blur with a bow.

"Are we ready Phantom?" Apple Bloom asked me.

"Yup, now let's go, just remember to avoid the poison joke. I don't need to give you a bath today." I exclaim.

"Well I'm sure Zecora wouldn't mind." She said.

"Well maybe not, she's been wanting to test her theory and if you do it she won't have to do on herself. I still don't want to though. Who knows what will happen to you. Maybe you'll start talking all fancy like." I said.

She thought about it, before we both burst out laughing.

"That would be hilarious to see." She said

I was about to reply when I heard a noise that sounded strangely like a snicker behind us. Turning around, I saw nothing and shrugged it off. As Everfree Forest weirdness continuing on, I wondered how the others were doing with their curse. Snickering, I nearly walked into a tree. Turning the corner we ran into the dreaded poison joke. Placing Apple Bloom on my back like last time, I used my magic to move the leaves so they didn't touch us. Getting to the other side, we walk into Zecora's house.

"Well here you go Zecora, bubble bath, some herbs and spices and here some tea." I said, placing the objects on the shelf.

"Ah Phantom, you always know what I needed.", Zecora said, "Hm, one last thing to make mother's famous soup, peppermint would you please go get some?" "Sure Zecora, come on Apple Bloom, we could see what else they have while we're there." I said

"Sure." She said getting on my back.

"Hold on tight." I said and teleport back to Ponyville.

* * *

**3rd person view, the others,**

Keeping Rarity's hair out of her eyes let them cross the field of poison joke without touching any. As they reached Zecora's hut, they looked in the window to see her pouring spice into her cauldron then she started chanting a song in a different language. Leaning forward, she tasted the soup.

"Perfect nearly ready. now I wonder where Phantom and young Apple Bloom are?" She said.

"She must be planning to eat them." Rarity said gasping.

"Not if I can help it." Rainbow Dash said, flying upside down.

She crashed into the door and started flying all over the place. Zecora looked on in horror as Rainbow Dash destroyed her house. She felt a tiny lasso grab her before seeing a tiny Applejack grab it.

"What have you done to Phantom and Apple Bloom?" She ask, still wrestling the ear.

Unfortunately, due to Rainbow Dash destroying everything, Zecora didn't hear the question, only the others bursting into the room ponies.

"What?!" started Zecora before getting cut off by Rainbow Dash knocking over the cauldron.

"No you know not what you do you have done and spoiled my precious brew." Zecora said surprise.

"We're onto you Zecora! Now where is Phantom and Apple Bloom?" Applejack said from Zecora's head.

"How dare you you destroy my home, you destroy my work and you accuse me of being a jerk." Zecora said angrily.

"You did this to us and now you're gonna undo it." shouts Rainbow Dash.

"It is unwise to follow down this road, your actions will make my anger explode." Zecora warn her.

"Where is Phantom and Apple Bloom?!" Rainbow Dash asks pushing her head against Zecora's.

"Zecora! We got what you needed, your mother would...be..." Phantom's voice trailed off as he and Apple Bloom looked at the destroyed house.

"What have you done?!" He shouted at the others.

"Saving you from her spells." They answer confused.

"How dare you accuse Zecora of hypnotizing me! I know she would do no such thing!" He yelled.

"But she's an enchantress." They said.

"No she's not!", He yelled again, "all zebra's have a natural understanding off the supernatural and the weird and Zecora has been my friend since fillyhood!"

Looking down at the cauldron, his eyes widened.

"And you knocked over her mother's soup!" He shouted again his eyes turning green.

"But..." they tried to say.

"No buts!", yelled Phantom, "I want you to apologize to Zecora and clean up her house right now or I will not help her create her antidote for poison joke!"

As their eyes widened, they hurried about cleaning up everything until it was exactly the way it was supposed to be.

"That's better.", Phantom said, "now to get rid of the effects of poison joke, take a bubble bath. Now I want you to leave me and Zecora alone for the next 2 weeks or else the poison joke comes back!"

Teleporting each of them home he dropped them off and went back to Zecora's.

* * *

**Two weeks later, Phantom's pov,**

I was visiting Zecora discussing things over a cup of tea, Twilight was with us well and she and Zecora got along just fine. Then we heard a knock. Opening the door, we saw all of my friends carrying a new cauldron.

"We wanted to say sorry for jumping to conclusions." Applejack said back to her full size.

"We wanted to do something to make it up to you. Pinkie wanted to throw a party, but we didn't think you would want a party with only us, Phantom and his sister there, so we got you this new cauldron." Rarity said her fur coat and mane back to normal.

"And I accept your apology." Zecora said smiling. As they looked over at me they saw me smiling warmly at them for the first time in two weeks, before being tackled by all of them, Rarity included as we lay there I thought, I could never stay mad at you no matter how much i might want to."

"Good thing I got a note ready for Celestia." Twilight said.

"Well then, let's hear it." I ask.

_Dear Princess Celestia, _

_My friends all learned an important lesson this week: Never judge a book by its cover. Someone may look unusual, or funny, or scary. But you have to look past that and learn who they are inside. Real friends don't care what your "cover" is; it's the "contents" of a pony that count. And a good friend, like a good book, is something that will last forever. And turn out this friend happen to be an old friend of my brother. _

_Your faithful student, __Twilight Sparkle._

I smile, They note was a good lesson.

"Wait, a minute." Rarity said, "when me and and Applejack slept over at Twilight's and Phantom's a few weeks ago, she told me that he didn't have any friends."

"That was my mistake." Twilight said, "I forgot that Phantom has explore Equestria then me and he made one friend."

"It was so long ago, I didn't realizes that I was talking to Zecora when I saw her." I said.

"How did you two met?" Pinkie ask.

I frown at that.

"When I ran from Canterlot, after doing something horrible to my sister." I said sadly.

They other were surprise at that and Twilight hug me. She too remember what happen.

"Why? I mean f you what too." Fluttershy ask her voice back to normal.

"It a story for another time." I said not wanting to talk about it now.

Ok, we are still sorry for how we treated your friend." Applejack said.

"And I already forgive you. Zecora's home treated me the same way until I told them that I can see and talk to ghosts." I said.

"Really?", Rarity ask, "They treated you differently because you were a pony?"

"Yeah. But let not talk about it. I just what to spend time with my old and new friends." I said and we all hug.

One day, I will explain it to them but for now. It was the time to be together.

* * *

**Yes, it's me ETRIGAN THE DEMON. I would once again like to say that the poll for Phantom's pet is on my profile, you have all had great ideas but only a few made it on there, so please head over and vote, but choose wisely the one you want might not be the one you get. Also I think there's a poll on Phantom Fan 21's profile for pairings, so go check that out. Thank you for reading. I'll see you next chapter.**

This is Phantom Fan 21, what Etrigan said is true, there the poll up on his homepage for the Pets and poll for the pairings on mine. So please cast you vote for that one too. I already know how many votes there are, so you got to put them on it. I place my own vote as well. Plus I give a hint to a filler chapter that I might start one day. Please review.


	10. swarm of the century

**What's up? It's Etrigan the Demon doing another chapter. I'm sorry for not posting in a while, but I've had things going on getting in the way recap the poll for Phantom's animal is on my profile. So please vote, get your friends to vote, every vote is appreciated. Also the poll for the pairing is on Phantom Fan 21's profile. So go check that out and read his stories. If you like this kind of thing, on with the chapter. Enjoy!**

* * *

**Episode 10 Swarm of the Century**

**Fluttershy's pov,**

Humming, I walked through the fields picking up flowers for Princess Celestia. Feeling a tug on my tail, I turned around to see one of my squirrel friends with a dandelion.

"Thank you little squirrel.", I said, "but remember these flowers are for Princess Celestia. Only the prettiest ones will do."

Smiling, I watched him dash off to find another flower. Walking to the basket of apples that Applejack gave me, I started thinking about Phantom and how nice he is.

I was broken out of my thoughts by a shrill cry coming from a rock near me. Yelping, I hid behind the apples before looking out to see the most adorable creature I have ever seen. It was a blue sphere with four legs and dragonfly wings.

"Well, hello little guy." I said walking closer, "I've never seen anything like you before."

I watched it fly over to the apple that fell out of the basket, I said, "Oh, are you hungry?"

Smiling, I crush the apple and move the remains towards the creature.

"Here you go." I said before watching it eat the whole basket of apples.

Gasping, I say, "I guess you were hungry.

Smiling, I watched as it snuggled itself into my mane.

"Your the cutest thing ever. I can't wait to show you to my friends." I said walking off to Ponyville.

* * *

**The Library 3rd person pov,**

"Oh hurry up Spike! This place isn't going to clean itself." Twilight said.

"It also didn't mess itself up.", Spike added, "and where is Phantom? Shouldn't he be here helping us?"

"Well, Phantom has always been lax about this kind of thing, but your right.", Twilight replied while dusting, "anyway, Princess Celestia will be here tomorrow."

"But I thought this was just an unofficial casual visit." questioned Spike.

"There's nothing casual about a visit from royalty!", Twilight cried out, "I want this place to be spotless and you've barely made a dent in the clutter."

"Maybe you should start reading them one at a time." grunted Spike before falling off the ladder.

"You know, this would be an awful lot easier if there weren't two of us here getting under each others feet." Spike exclaimed, pushing books off him.

"Great idea.", Twilight said, giving him the duster, "you clean and I'll go see how everyone else's preparations are coming."

"But maybe I should..." began Spike before getting cut off by the door being shut.

**The park**

Walking along the path, Twilight smiled at all the beautiful decorations everypony else had put up walking across the bridge she stopped to look at the banner before seeing something wrong.

"What happened to the rest of her name?" she asked the ponies who made it.

"We couldn't fit it all in." said one of them.

"You can't hang a banner that says welcome princess celest.", Twilight said, "take it down and try again."

Walking off, she stopped to look at some flowers.

"_Those_ look perfect. Keep up the good work." She said to the pony watering them before heading off to Sugarcube Corner.

* * *

**Sugarcube Corner Twilight's pov,**

"Hello Mr. and Mrs. Cake.", I said looking through the door, "how's the banquet coming?"

"Uh it would be coming a little better if..." Mrs cake said before trailing off.

Looking at the table, I caught Pinkie Pie eating one of the cakes that hasn't had a bite taken out of yet.

"_Pinkie!_ What are you doing?!", I ask shocked that she would do such a thing, "those sweets are supposed to be for the princess!"

"I know.", Pinkie said, "that's why I'm tasting them some pony needs to test that everything is tasty enough to touch the royal tongue."

Dashing out from behind the table she continues, "and I, Pinkie Pie, declare these treats fit for a _king_ or a _queen_ or a _princess_."

I manage to stop her before she takes a bite out of another cake.

* * *

**3rd person pov,**

"Twilight, Pinkie, you won't believe...", Fluttershy calls out before stopping, "Oh! I'm sorry. Am I interrupting?"

"No, not at all come on in and make yourself at home." Pinkie said before eating the cake while Twilight's back was turned, "what's going on Fluttershy?"

"You won't believe what I found at the edge of the Everfree Forest.", Fluttershy said before turning to her mane, "come on out little guy it's okay."

And out of her mane came not one, but three of the cutest things ever.

"Three?" Fluttershy gasp.

"Wow, Fluttershy they're _amazing._ What are they?" Twilight ask.

"I'm not sure, but I'm also not sure where these other two came from." Fluttershy answers.

"I'll take one of your hoofs.", Twilight said, "I've never seen anything so _adorable!_"

Seeing Fluttershy's look, she continues, "besides it will be nice for Spike to have a companion so he won't bother me so much when I'm studying."

"Pinkie do you want the other one?" Fluttershy ask her.

"Blech, a _parasprite?_ Are you kidding?", Pinkie ask before walking to the door.

"Now I've gotta go find a trombone." She said at the door.

"A what?" questions Twilight.

"A trombone, you know..." Pinkie replies, imitating playing a trombone before bouncing out the door.

"Typical Pinkie." Twilight sigh, before smiling at her new companion.

* * *

**Rarity's dress shop, Phantom's pov,**

Biting my lip, I struggled not to laugh at the outfit Rainbow Dash was wearing.

"Stand still Rainbow Dash." Rarity said her mouth full of pins.

"I can't.", replied Rainbow Dash, "I need to fly! This is way too boring for me."

"Do you want to look nice for Princess Celestia or not?" Rarity ask dropping the pins.

Looking at Rainbow Dash's expression mixed with her outfit was almost enough to break down the dam.

"Wow!", said a familiar voice, "these outfit's look gorgeous!"

"Hey Twilight!" I said.

"Oh Phantom! There you are. What are you doing at Rarity's?" She asks me.

"The ghost who made the cloaks dropped by to say hello. So I brought her to say hello to Rarity. As a thanks she wanted to make a suit. Pretty snazzy don't you think?" I said turning to show of my tuxedo.

"It's very nice." She said before turning back to Rarity.

"Thank you, Twilight. Nice to know somepony appreciates my talents." Rarity said.

"I find that a little insulting." I said, walking beside Twilight.

"Well, you too Phantom." She says sheepishly.

"Sooooo boring!" Rainbow Dash said, pulling her hoofs down. Facebiting my lip again, I heard a shrill cry coming from Twilight's mane.

"What's that noise Twilight?" Rainbow Dash ask from over head, when out came three beings I never wanted to see.

"Wow! What are they?" Rainbow Dash ask, putting her hoofs together.

"The better question is where did they come from? I only had one a minute ago." answered Twilight.

"I'll take one." Rainbow Dash said.

"Oh, me too!", Rarity siad, "they're perfect!"

"Does any pony know where to find an accordion?" ask a familiar voice, "Girls? Hello? This is important?"

"Gah! Thanks a lot!" Pinkie Pie said, before running off.

Snapping out of my shock, I call, "Hey Pinkie wait up! I know where we can get some instruments."

"Oh goodie! Let's go!" She said before we ran off to get everything we need.

* * *

**That night the library, Twilight's pov,**

Looking down from upstairs, I smiled as the library sparkled.

"Oh the decorations, the banquet, I really hope everything comes together in time for tomorrow." I said.

Looking over at Spike bed, I spot him and the parasprite, I think Pinkie called it, fast asleep.

"What's there to worry about." I thought, yawning.

I turn off the lights and got into bed. My final thought before drifting into blissful sleep was, _'I wonder where Phantom is?'_

* * *

**Morning, 3rd person pov,**

In the morning, the library was filled with the cute little snores of the parasprites. Waking up, Twilight saw she was surrounded by them.

"Spike!," she called before falling off the bed, "wake up!"

"What happened? huh? Ahhh!" yelled Spike before pulling two paraprites off his eyes.

"Where did they come from?" Twilight ask worried.

"I don't know.", Spike answer, "the little guy got hungry during the night so I gave him a snack, but I have no idead where these others came from."

Hearing a thud, they turned to see them pulling books off the shelves.

"Oh no!", Spike yell, "they're messing up all my hard work!"

"The princess will be here in a few hours!", Twilight yelled grabbing her duster, "Spike help me round these little guys!"

"What does it look like I'm doing?!" grunted Spike before the pile of parasprite's fell on him.

Rushing over, she brushed the parasprite's off him.

"I know, I know, stop fooling around." he sighed at the look she gave him.

* * *

**Rainbow Dash's house**

Rainbow Dash was sleeping peacefully on her bed before waking up to the cry of her new pet, before seeing another and another until she was surrounded. She tried shooing them off her, but that didn't work flying into the corner. She tried to shoo them off again, but they landed on her front hoofs.

"Get off me!" She said shaking them wildly.

Panting, she couldn't stop them landing on her head. Shooing them off there, they landed on her underside. Shaking them off, they landed on her face too make a parasprite beard. Seeing she couldn't shake them off her face, she screamed and flew to Ponyville.

* * *

**Rarity's dress shop, Rarity's pov,**

"Not only are you adorable, your also quite useful." I said scratching one of them under the chin.

"Oh are you okay?" I ask seeing it choking before I hacked up something in my face.

"Eeewww!" I gasp removing it, before seeing it turn into another of these creatures.

"Aahh! Gross! Gross! Gross!", I yell, "no creature that behaves so revoltingly is allowed in my boutique!"

Turning, I saw one making another one. Squealing, I put them all into my backpack and went to dispose of them. Walking out, I saw Pinkie Pie bouncing towards me.

"Look Rarity, Applejack loaned me a harmonica.", She said, "isn't that great?"

"And not a moment to soon.", Ahe gasped looking at my back pack, "hey Phantom did you find anything?"

"Yeah I found a tuba." He called walking up.

"Oh no." He said also looking at my backpack.

"We're gonna need more instruments." He said, looking at the harmonica.

"Pinkie, Phantom, I'm a little busy right now." I say wondering what they're doing.

"And we're not. Do you know how many more instruments we've got to find? A lot! That's how many, now if you help us and split it between the three of us, we just might make it in time." Pinkie said.

"Please, Pinkie, Phantom, I don't have time for some silly scavenger hunt. I've got a real problem." I said, pushing them aside.

"You've got a real problem alright and a banjo is the only answer!" Pinkie said, before running off.

"I'll find a guitar!" Phantom said, heading in the opposite direction.

Looking after them, my mind was in a blunder. I could understand Pinkie doing something like this, but Phantom? Shaking my head I continued walking along until I came across Twilight seeing her bag move.

I stated, "I see we're having the same problem."

"Ditto." says a voice we all know before seeing Rainbow Dash with the creatures on her face.

Shaking them off, we saw her dash off again.

"Fluttershy knows everything about animals.", Twilight said, "I'm sure she can tell us how to stop them from multiplying."

Nodding my head, we headed off for Fluttershy's cottage.

* * *

**Fluttershy's house, 3rd person pov,**

Twilight hadn't even knocked when the door burst open and a swarm of parasprite's flew out.

"...or not." She said worriedly.

"Do something Fluttershy! Can't you control them?" Twilight ask nervously.

"I've tried everything I know. I've tried begging and pleading and beseeching and asking politely..." Fluttershy said hurriedly.

Gasping, Twilight had a thought. Princess Celestia arriving in Ponyville only to be kidnapped by the parasprites.

"If we can't get them under control by the time the princess arrives it will be a total disaster!" She said.

"Ew!", squealed Rarity seeing them create another one, "if you ask me it's already a total disaster."

"Here's all those apples you wanted Fluttershy." Applejack said, walking up with a cart, "but I still can't figure out why you want so many... Hey!" She said seeing the parasprite's devour the entire cart of apples.

"What do we do?" Fluttershy ask.

"I've got it!", Twilight said, "no pony can herd like Applejack!"

"Yeah we can herd them back into the forest!" Rainbow Dash said.

Sighing, Applejack said, "I'll rassle em up, but I'll need every ponies help to do it. Twilight, you and rarity go wait over there. I'll herd the little critters straight at you. Rainbow Dash, you and Fluttershy stay on top of them. Don't let any of them fly away."

"Aye! Aye!" Rainbow Dash said, before heading up.

"Yee Haw!" Applejack yell, before herding a bunch of them and pretty soon they had a giant ball of parasprites.

"Alright y'all, here go nothing." Applejack said and they start rolling the ball to the Everfree Forest.

"Keep a lead on them Rainbow Dash!" Applejack called, seeing one fly from the top, "hold up girls! We're almost there."

"Pinkie! Phantom!" Twilight shouted, seeing them run next to her.

"Twilight! we don't have much time." Pinkie said.

"You're telling me! The princess could arrive at any moment!" Twilight responds.

"Exactly!", Pinkie said, "that's why I need you and the girls to drop what your doing and help me find some maracas."

"Or if that's too hard, you could help me find a keyboard." Phantom added.

"Maracas? A keyboard? Pinkie! Phantom! We've got much bigger problems than missing maracas or a missing keyboard." Twilight said nearly shouteding at them.

"Your right!", Pinkie said, maybe some bongos have to be our number one goal!

Follow me!" She said, before running off.

"I'm going to go find a trumpet!" Phantom said, running in the opposite direction, missing Pinkie running backwards.

"I said follow me!" She said.

"Pinkie, you are so random!" Rainbow Dash said.

"And you are all so stubborn!" Pinkie yells running off again while Phantom just shook his head.

"Forget her ladies, focus.", Applejack said, "head em up and move em out."

"Alright!" Rainbow Dash yell, as the ball rolls into the Forest.

"Ouch." Fluttershy said, after receiving a low hoof.

"We did it! Nice work, Applejack!" Twilight said.

"Thanks, I couldn't have done it without y'all." Replies Applejack.

"Now let's get back and clean up the mess they made before the princess arrives." Twilight said, heading back to Ponyville.

"Alright, everyone knows what to do? Right, we've got to work extra hard to make up for lost time." She said as they reached Fluttershy's Cottage.

However, opening the door lead to another giant swarm of parasprite's.

"Where did they come from?" Twilight ask surprise.

"Well, I may have kept just one." Fluttershy said sheepishly have her friends look at her.

"I couldn't help myself, they're just so cute!" She says nervously at the others glares.

"We don't have time to keep rounding up these things!", Twilight yell, "what do we do now?"

"We call in the weather patrol." exclaims Rainbow Dash wearing a pair of goggles.

"Time to take out the adorable trash." She said, before letting out a war cry flying round the others caused a tornado which she then used to suck up all the parasprite's.

"Way to go Rainbow Dash!" Twilight exclaims.

"Looks like all our problems are solved!" agreed Applejack before hearing a clanging and a pair of voices.

"They have been cursing all day! They will be with these cymbals!" Pinkie Pie said.

"I got a flute." Phantom said triumphantly before the both lost their hold on them.

"Hey give us those back!" They yell, seeing them get sucked into the tornado.

"I can't hold it! She's breaking up!" Rainbow Dash yells before being shot into a tree.

Watching the parasprite's fly into Ponyville, they turn their glares on Pinkie Pie and Phantom.

"Pinkie! Phantom! What have you done?" Twilight yell at them.

"We've lost a brand new pair of cymbals and a flute, that's what we've done." exclaims Pinkie Pie.

"Will you forget your silly instruments for once!" Twilight yell again.

"No time, come on Pinkie. We have a lot more things to do." Phantom said, before running off, levitating Pinkie behind him.

"Okay that's something I would expect from Pinkie, but from Phantom? That's strange." Applejack said.

"We'll figure it out later.", Twilight said, "come on we have to save Ponyville."

* * *

**Ponyville,**

Drifting into Ponyvillle were dozens of parasprite's. It was a magnificent sight until they started eating everything and watching it all were they ponies who started it, plus one.

"What do we do? They're eating all the food in town." Fluttershy said worriedly.

"My apples!" cried Applejack, before running off.

"We've got to do something.", Twilight said, "I've got it! I'll cast a spell to make them stop eating all the food."

Casting the spell, every parasprite in town stopped dead in their tracks.

"Look tambourines! If you would all just... grrr!" shouted Pinkie, before running off.

Phantom sighed as he followed pinkie carrying some drums.

Twilight held her breath as she watched a parasprite sniff an apple only to turn it's nose up at it.

"Phew." She said, before it ate the basket.

Now things were chaos. Watching the parasprite's devour Ponyville.

"Hey it worked.", Rainbow Dash said, sarcastically, "their not eating the food anymore."

"Oh no! If they get inside my store... _every pony for herself!_" Rarity yell, before zooming off to her boutique.

What she saw was awful.

"My outfits!" she screamed.

She was about to try and stop them when they started multiplying. Squealing, she leap upon a chair.

"I'll save you!" Pinkie Pie said from the entrance.

Grabbing the kazoo that was on the counter, Pinkie rushed back outside, ignoring that Rarity started screaming again.

* * *

**At Sweetie Apple Acres,**

"No little creature is gonna eat the apple families crop!" declared Applejack before seeing the parasprite's.

"Come down the road. Brace yourselves y'all, here they come!" She said grabbing some bug spray.

She was about to start spraying when they went past the orchard and ate the barn.

"Didn't see that one coming." She said, her jaw dropping.

* * *

**The Library,**

"Help!" called Spike hiding under a basket.

"they're eating the words!" gasped Twilight.

Grabbing one by the wing she went to the one place somepony might know how to stop them.

Zecora was peacefully meditating balancing on a bamboo stick before the door busted open causing her to fall on her head.

"Have you gone mad?" She said to Twilight.

"Zecora! These little guys are devouring Ponyville and the princess is on her way! Can you help us please?" Twilight said, with a pleading tone.

"Oh, monster of so little size! Is that a parasprite before my eyes?" Zecora ask as she saw it.

"I don't know is it!" yelled Twilight!

"Tales of crops and fields consumed. If these creatures are in Ponyville, your doomed." Zecora said.

Running back to Ponyville, Twilight gulped as she saw Princess Celestia on her way. Seeing everypony screaming and the town in utter chaos, something snapped within Twilight's mind.

"Okay here's the plan, Rainbow Dash you distract them." She began.

"Good.", She said, seeing Rainbow Dash fly past screaming, "everyone else, we need to build an exact replica of Ponyville right over there."

Seeing everything being destroyed, she sighed.

"Zecora's right, we're doomed." She finished before hearing some strange music.

Rubbing her eyes, she saw Pinkie and Phantom walking through town playing all their instruments in a catchy tune.

"Pinkie! Phantom!" Twilight said.

"We're in the middle of a crisis here! There's no time for your nonsense!" she said before seeing the parasprite's stop eating everything and follow them both.

Shrugging, she and the others followed them as they led the parasprite's back into the Everfree Forest.

"Look!" she called pointing to Princess Celestia's carriage.

Running ahead, they bowed as she got out of her chariot.

"Twilight Sparkle, my prize pupil." She said.

"Hello Princess." replied Twilight nervously.

"So nice to see you again and your friends." began Princess Celestia before Phantom and Pinkie passed them still playing their instruments.

"What is this?" Princess Celestia ask, as a parasprite landed on her wing.

"Oh! These creatures are adorable." She said watching it head back to the others.

"Their not that adorable." mutters Rainbow Dash.

"I'm honoured that you and the citizen's of Ponyville arranged a parade in honor of my visit.", Princess Celestia said, "unfortunately, that visit is going to have to wait for another time. I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of infestation."

"An infestation?" Twilight ask nervously.

"Yes.", Princess Celestia said, "a swarm of incredibly bothersome creatures has invaded the poor town. I'm sorry Twilight, to put you through so much trouble."

"Trouble? What trouble?" Twilight ask with a shrug.

"Before I go, would you like to give me your latest report on the magic of friendship, in person?" Celestia ask.

"My report?" questions Twilight, looking over at Phantom and Pinkie.

"Haven't you learnt anything?" Celestia ask.

"Yes I have, I have learned that the solution to your problems can come from where you least expect it. You sometimes need to stop and listen to your friends even when they don't always seem to make sense." She said.

"I'm so proud of you Twilight Sparkle and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other.", Princess Celestia said with a smile, "by the way, Luna says hello.

"Thank you princess." Twilight said with a bow as Celestia left.

Phantom and Pinkie finally stopped.

"Hey girls!", Phantom said panting, "what happened to the princess?"

"Emergency in Fillydelphia.", answers Twilight, "also Luna says hi.

"Thanks Twilight." Phantom said.

"Some sort of infestation." Rainbow Dash said.

"Do we need to go over there as well?" Pinkie ask.

"I think the princess can handle it.", Twilight said, "so you two knew what those critters where didn't you?"

"Well, duh!", Phantom said, "that's why we were gathering instruments."

"Yup and I couldn't have done all without Phantom." Pinkie said, before giving him a kiss on the cheek.

"We know and we're sorry.", Twilight said, followed by the others, "thanks. You two your both great friends."

Right back at you." Phantom said with a slight blush.

"You two saved my reputation with princess celestia and more importantly, you saved Ponyville.", Twilight said. "...or not."

She sighs seeing the remains.

"Well, we better get started.", Phantom said before seeing Pinkie blow a trombone, "Pinkie, you are so random."

* * *

**Well, that's the chapter. Thank you for reading, next one will be out soon. The poll for Phantom's pet is on my profile and the poll for pairings is on Phantom Fan 21's profile. Big thanks to him for helping me and that's it. ETRIGAN THE DEMON OUT!**

This is Phantom Fan 21, Pinkie is going to be added to the Pairing polls and the people that voted for RainbowXPhantom needs to put their votes in. Winter Warp Up is next then Call of the Cutie which will have a new character added. After that, we are moving to my Filler chapter that explains how Phantom got his second Cutie Mark and how he met Zecora. Please review.


	11. winter wrap up

**Hello everybody it's me ETRIGAN THE DEMON, if Phantom Fan 21 hasn't told you already, the poll for Phantom's pet is now on my profile so the suggestions must stop coming and the readers must start voting. I have taken the most interesting choices and put them with my own into a vote, so far the vote's are 1 wolf cub and 1 timber wolf cub if no one else likes these choices go to my profile and cast your votes, now on with the chapter.**

* * *

**Chapter 11 Winter Wrap Up **

**Phantom's pov**

I don't know what time it was and I didn't care, but I was woken up by my sister getting all excited over today. Granted, it was her first Winter Wrap Up day, but still I like to sleep in.

"Calm down Twilight.", I said, "I know your excited, but can't it wait a little longer?"

"No chance, Phantom.", she said, dragging me out of bed, "We need to get ready to help!"

"Fine." I grumbled putting on my cloak.

Heading outside, I practiced both my forms of magic by building snowmen before getting ready to help. I had read up upon Winter Wrap Up and I discovered that not all towns use magic to change the season like we were used to. Ponyville was one such town and we were prepared to help without magic. Heading inside, I saw my sister struggling to put on a winter saddle. Sighing, I grabbed her cloak from the closet and placed it over her.

"Thanks Phantom." She said before getting out a checklist.

"Let's see cloak, check, boots, check, Spike refusing to get up and going back to sleep, check, it's a good thing I'm so organized." She said.

"My favorite part is the fact you actually have a check box for Spike not getting up." I chuckled.

"Yep," She said, "Well, come on Phantom let's get ready to help."

Running out the door sighing, I followed her shutting the door behind me before looking at the sky and face faulting it was still dark. No wonder I wanted to get back to sleep. Conjuring up a couch, I went to sleep outside, so that I would wake up in time to help everypony else.

* * *

**Three hours later Twilight's Pov,**

Running towards the town square, I saw some different colored vests. Those must be the team vests that Rarity designed. Blue for the weather team, Green for the plant team and Brown for the animal team. I wonder which team vest I'll be wearing. Looking around, I saw my brother chatting with Applejack.

"Hey Phantom!" I called.

"About time you got here.", he said, "what took you so long?"

"I want to go back to bed." Spike said.

"Oh, quit your whining. You do this every Winter Wrap Up." Phantom said, rolling his eyes.

Looking at him, I finally noticed he was wearing a green vest.

"So Phantom.", I said, "you're on the plant team."

"Eeyup." he said with a grin.

"You've been spending to much time around Big Mac." Applejack said with a grin.

Phantom blushed as he realized what he just said.

"Look it's starting." I said.

"Thank you everypony for being here bright and early. We need everyponies help to wrap up winter and to bring in spring!" said the Mayor.

Everypony including me cheered.

"Now all of you have your vests and have been assigned to your teams." she continued.

"So let's do even better than last year and have the quickest winter wrap up ever!" she finished with a smile. Cheering again I thought, _'This is so exciting.'_

"Alright everypony, find your team leader and let's get galloping." said the mayor.

Everypony cheered before heading off to their respective teams. Green went to Applejack, Blue went to Rainbow Dash and Brown went to Fluttershy.

"Where should I go? What does everypony do?" I said worried.

**(clears throat this is a song part of the episode I don't want to do it but hey that's what I said we were going to do)**

**_Three months of winter coolness and awesome holidays._**

**_We kept ours hoofsies warm at home and took time off to play._**

**_But the food we've stored is running out and we can't grow in this cold._**

**_And even though I love my boots, this fashions getting old._**

**_The time has come to welcome spring and all things warm and dream,_**

**_it's also time to say goodbye, it's winter we must clean._**

**_How can I help, but do you see, what does everypony do?_**

**_How do I fit in without magic, I haven't got a clue._**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Bringing home the southern birds a Pegasus job begins,_**

**_and clearing all the gloomy skies to let the sunshine in._**

**_We move the clouds and we move the white snow,_**

**_when the sun comes and the beauty will glow!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Little critters hibernate under the snow and ice,_**

**_we wake up all the sleepy heads all quietly and nice._**

**_Help them gather up there food,_**

**_fix their homes voila,_**

**_and we welcome back the southern birds,_**

**_so their families can grow!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_It's no easy task to clear the ground and plant our tiny seeds,_**

**_with proper care and sunshine,_**

**_everyone it needs._**

**_Apples, carrots, celery stalks, colorful flowers too._**

**_We must work so very hard it's just so much to do!_**

**_Winter Wrap Up._**

**_Winter Wrap Up._**

**_Let's finish our holiday cheer._**

**_Winter Wrap Up._**

**_Winter Wrap Up._**

**_Because tomorrows spring is here._**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Now that I know what they all do I have to find my place,_**

**_and help with all of my heart tough task ahead I face._**

**_How will I do without my magic and help the earth pony way?_**

**_I want to belong so I must do my best today,_**

**_do my best today!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here,_**

**_Because tomorrows spring is here,_**

**_because tomorrows spring is heeeeeeeeeeeeeeeeeeeeeeeeeeeere!_**

**(and that is the end. If the song portion of this chapter on with the non singing part)**

* * *

**3rd person pov**

"Everypony belongs to a team, what should I do? Where should I go?" Twilight wonder out loud.

"Alright team, your cleared for take off!" shouts Rainbow Dash.

"Hey Rainbow Dash." Twilight said walking up to her.

"Oh, hey Twilight." Rainbow Dash replied.

"What are you doing?" Twilight ask.

"Just sending off one of my flight crews to retrieve the birds that have flown south for the winter." was the replied from Rainbow Dash

"Oh! How about I help clear out the clouds?" Twilight ask.

"Um," Rainbow Dash said, before flapping her wings.

"Right." Twilight said sheeplishly, "No wings."

"Sorry Twilight." Rainbow Dash said, before taking off.

"Great.", Twilight said as she watched them fly off, "now what do we do?"

"I don't know about you, but I'm going to be napping." Spike said, getting comfortable in a bush.

"Not now, Spike." she said. "this is serious business winter needs to be wrapped up and I'm determined to do my part, somehow."

Then she thought, _'Phantom! He could help me.'_

Running off, she searched for Phantom. Seeing him watch a line for seeds grow along without him doing anything.

Gasping she said, "Phantom, shame on you! We are not supposed to use magic!"

"Oh hey Twilight.", he said before nodding to the end of the line, "I'm not using magic. A friend of mine heard that some seeds needed to be planted and he just couldn't resist helping. I asked Applejack and she said it was okay."

"Oh!", Twilight said, "well what's his name?"

"His name is Undergrowth, he is connected to every plant in Equestria. He views every plant as his children and as long as we don't do anything to harm his children, he won't bother us. He especially likes the Apple Family, thanks Undergrowth." he said before using his magic to make him visible.

"No, thank you Phantom." said an earth pony that seemed to be made of plants and vines.

"Nice to meet you Undergrowth." Twilight said.

"Greetings, young unicorn Phantom, who is this pony?" Undergrowth ask

"This is my sister Twilight, Undergrowth." Phantom replied.

"A pleasure to meet you Twilight. Now I must go, lot's of other places to visit to make sure my children thrive." Undergrowth said before going underground.

"Goodbye Undergrowth." Phantom said.

"Anyway.", Twilight said, "can I help you in anyway?"

"Let me ask, Hey Applejack!" Phantom called.

"Yeah Phantom? Wow! Undergrowth surely did a nice job!" Applejack said, looking at the rows for seeds.

"Well when it comes to nature, he wants to help.", Phantom replied, "anyway, my sister wanted to know if she could help in any way."

"Well I suppose she could help you plant the seeds.", Applejack replied, giving Twilight a bag of seeds, "good luck you two."

"Alright Twilight, you work from the left. I'll work from the right and we can meet in the middle." Phantom explained taking three seeds from his bag and putting them in the ground before covering them with dirt.

"Alright Phantom." Twilight seed as she moved to begin.

* * *

**30 minutes later Twilight's pov,**

"Well that's it." Phantom said, dusting his hoofs.

"We're done, is there anything else?" I asked.

"Not here, why don't you ask Rarity? She might have something, besides I heard their building bird nests." He told me.

"Thanks Phantom!" I called walking off.

"No problem!" he called back.

"There done!"Rarity said as I got close.

"Hey Rarity!" I said

"Oh, hello Twilight!" She replies.

"Is there anything you have that I can help with?" I ask.

"Well, how would you like to help create Ponyville's finest birds nests?", She asks, "you see when the weather team brings back the birds, they'll need a place to live, so we make birds nests for them and their eggs."

"Wow Rarity, that's amazing and the one you just made, is really beautiful." I said.

"Why, thank you sincerely.", She replies, "would you like to try your hoof at a nest?"

"Oh yes, I would love to!" I said.

"Well alright, here are the materials. Now all you have to do is..." Rarity said as I try to follow what she said.

"There.", I said, before looking at it sighing as I saw it was nothing like Rarity's.

"That nest needs to be condemned." Spike said.

"Maybe birds nests aren't your thing.", Rarity said, "why don't you go see Pinkie down by the pond. Maybe she could use you, unlikely I know, but it doesn't hurt to see.

"Alright Rarity." I say sadly.

**The Pond,**

"Hello Twilight!", Pinkie Pie yells as she skates around, "Weeeeeeeeee!"

"Wow Pinkie, you're quite the skater.", I said impressed, "probably the best skater I've ever seen."

"Then you haven't seen your brother!" She yells back at me.

"What do you mean?" I ask.

"She means that, she thinks I'm a better skater than her." says a familiar figure as he skates on his front hooves.

"See what I mean?" Pinkie said, skating off the ice to talk to me,"anyway, thank you for earlier, I've been doing this since I was an itty bitty little little twinky Pinkie."

"It's an interesting story." Phantom says as he skates upside down, "it just comes naturally to her, that's why they name her the designated lake scourer."

"I cut lines with my skates that way when the weather team comes to break the ice it'll be as easy as pie." finishes Pinkie.

"But until then.", Phantom said, skating backwards, "we get to have fun on the ice."

"Oh, I see!" I said, "when the heat melts the ice, it breaks along the lines. Pretty clever, but there are so many lakes in Ponyville."

"Tell me about it. Put on those skates and try it. You can help us!" Pinkie said.

"Us?" I ask.

"Yep.", She said, "your brother volunteered to help me this winter wrap up."

When he heard that, "I do this on my own back in Canterlot. I used to skate in the fountains in winter." Phantom explained as he did a cartwheel cutting along the ice like a saw blade.

"Um, I think I'll go find something else to do." I said.

"Suit yourself." Phantom said as he took off one of his skates and picked up Pinkie in a dancer pose.

Walking away, I decided to try Fluttershy.

**The animal houses,**

Walking up to the animal houses, I saw Fluttershy with her head in a tree trunk.

"Wake up little sleepy heads. I hope you had some wonderful dreams and restful hibernation. I know I would have, but it's time to get up now spring is coming." Taking her head out, I saw a bell in her mouth and hedgehogs rubbing their eyes.

"Oh how cute." I said.

"Aren't they?" Fluttershy said, "this is my favourite time of the season, when I get to see all my friends again."

"What's hibernation?" Spike ask.

"It's along sleep through winter, only waking up to eat." Fluttershy explain, walking over to another hole.

"Long sleep?" Spike ask.

"Yes.", Fluttershy said ringing her bell, "wake up little porcupines. Animals often do it to save energy and eat less food."

"I definitely like the idea of hibernation, except for the eat less food part." Spike said.

"Oh, but look at all these animal dens. I'm worried that I won't be able to wake up every animal before spring comes." Fluttershy said worried.

"I'll help Fluttershy." I said.

"Oh you will? That will be wonderful, me and my friend will be able to do it much faster now." She said happily.

"Who is your friend helping you?" I ask.

"He should be coming right now." Fluttershy told me.

"Sorry I'm late Fluttershy, cutting the ice took longer than expected." said a familiar voice.

Turning, I saw my brother using his magic to change his blue vest to a brown one.

"Hey Twilight, are you helping too?", He ask me and I nod, "thanks, we'll need all the help we can get to wake up all these animals."

"But, I thought you were on the plant team?" I ask him.

"I am, but then because this is the first Winter Wrap Up I have had that didn't involve magic. I decide to help all three teams. I talked with the others and their okay with it." He said picking up a bell.

"But you just changed your vest colors." I said.

"I did that so it would be less confusing and no pony would question me, besides ice skating is fun." he said, "now come on, pick up a bell, you are doing the ones closest to town I'm doing the ones near the edge."

"Why?" I asked.

"Because I can handle them if they try to attack me." He told me.

Sighing, I picked up a bell and started waking up the animals.

**5 minutes later,**

I was surprised by snakes, scared by bats, stung by bees, and sprayed by skunks.

Sitting in a tub of tomato soup while Spike scrubbed me, I said, "This Winter Wrap Up day is the harder than it looks."

"Right.", Spike agree, "because there's no magic. Why don't you use magic and just get it over with?"

"No Spike.", I said, "I need to do it the traditional way. Ponyville has never needed magic to wrap up winter."

"They've never had you before either." Spike said, "think how much quicker they could wrap up winter with your magic."

"No, no, no, I'm going to find some other way to help out, if it kills me it might." My brother said, walking through the door.

"Hey Phantom." I said.

"Hey Twilight, look I know you want to help, but you were just a tad too late." He said.

"Then how did you get picked?" I asked.

"I slept outside, which means I woke up at first light, but still if you want to help you could follow my lead or go talk to the mayor." He suggested.

"That's perfect! Thank you Phantom!" I said.

"I'd hug you, but I get the point." he said chuckling, "well, I'll see when you're feeling better."

"Thanks Phantom!" I said before Spike poured another tin of soup on my head.

* * *

**In the fields 3rd person pov,**

"Keep pushing Caramel, that's it Bumpkin.", shouted Applejack, "I know it's hard work, but you guys are doing great, Yee Haw!

"Hey Applejack.", Twilight said, "how's everything going?"

"Oh just dandy. A little slow start, but peachy all the same. Your brother is incredible you know that?" She smiled, hearing that her brother has been doing more than his fair share.

"Hey Twilight!" He shouted from the middle of the field.

"Hey Phantom!" she called.

"Back there's a lot of work we got to do we can't even start the planting and the watering until all these heaps of snow are gone." Applejack said looking over the fields.

"Looking good, Phantom!" She shouted, looking at him.

"Thanks, Applejack!" he shouted back before pulling his plow to look like Princess Luna's cutie mark.

"That is impressive." Twilight said.

"Looking at it, indeed it is." Applejack said.

"The fact that he did it without using magic, I even more amazing. It was probably all the applebucking he did." Twilight said.

"Yep, probably. So, what is it you came over here for?" Applejack agree and ask.

"I want to help." Twilight said.

"I don't know." Applejack said a little worry.

"Just give me a chance." Twilight pleaded.

"Well, I never turn down a hard worker. Alright, there's a spare plow over there, do your best." Applejack said.

Jumping into it, Twilight pushed against it but just wasn't strong enough. Looking back at Applejack, she saw them shake their heads.

_'I could use a come to life spell.'_ She thought.

"Here goes." she said making her horn glow, moving the plow.

Looking around, she saw Phantom looking at her, shaking his head. Letting the glow around her horn drop, she looked back over at him to see him smile, then she remembered his suggestion to talk to the mayor. Getting out she walked back over to Applejack picking up Spike, she went off to town square.

Walking up beside Applejack, Phantom said, "I'm so proud of her."

"Why?" Applejack ask.

"Not using her magic, despite her desire to help." he said smiling.

"That is something to be proud of." Applejack said as she also began to smile.

* * *

**Town Square Twilight's Pov,**

"Where are we going Twilight?" Spike ask.

"We're going to see if the mayor needs any help." I answer him.

"So, why didn't you just use your magic to move the snow plow?" Spike ask me.

"No matter how much I want to help, I am not going to disappoint my brother by using magic, so what can I do to help." I said.

"Rainbow Dash!", I heard Applejack yell, "your weather team needs to melt the rest of the snow on the ground and in the trees pronto

Looking at Spike, I decided to listen a little longer before offering help.

"Got it." Rainbow Dash said turning nearly crashing into Fluttershy.

"No!," she said, "my animal friends homes will be flooded if you melt the snow to fast."

"Got it!" Rainbow Dash said.

"I'm telling ya Rainbow, you need to melt that snow now." Applejack said.

"No.", Fluttershy said, "you simply must wait."

"Okay." Rainbow Dash said getting ready to take off.

"Go!" Applejack said.

"Stop." Fluttershy said.

"Go!" repeated Applejack.

"Stop." repeated Fluttershy.

"Make up your minds!" Rainbow Dash yell.

"Oh, what are all you arguing about? This sort of silliness is why we were late for spring last year and the year before that and the year before that." said the mayor.

My eyes widened.

"Did she say late?" I asked.

"I was hoping my amazingly inspirational speech would encourage everyone to do better than last year." said the mayor.

"You hearing this?" Phantom ask as he sat beside me.

"Yeah!" I said.

"I don't believe it, but now it looks like we're going to be later then ever." She finished.

"I mean just look at this catastrophe, the ice scourers made the ice chunks to big to melt. The nest builder is way behind, we need several hundred and she's only made ten and don't get me started on all the clouds still in the sky. The icicles in the trees, this isn't good not at all." said the mayor.

"And it's going to be all the more disastrous if we can't get our seeds planted." Applejack said.

"Chillax Applejack, we're busting our chops as fast as we can.", Rainbow Dash said.

"Thanks to Phantom we maybe closer to spring then we were.", Applejack added, "but it's still a disaster."

"What do you mean "Thanks to Phantom"?" asked the mayor.

"He's been helping us all. He helped plow the fields and plant some seeds." Applejack said first.

"He helped wake the animals and make some nests and he managed to cut most of the lake into small pieces." Rainbow Dash said next.

"No.", Fluttershy said, "he has been helping us, but we've been taking advantage of him and animals need to be woken slowly."

"Um, A.J?" Big Mac said as he walk up with one of the workers.

"Oh good gravy, Caramel lost the grass seeds again didn't he?" Applejack ask.

"Eeyup!" confirmed Big Mac.

"Derpy accidentally went north to get the southern birds." said a random Pegasus.

"Oh that feather brain! Didn't she learn her lesson last year when she went west?" Rainbow Dash said and they all stated arguing again.

"Stop this at once!", said the mayor, "we don't have time to argue. It's almost sundown, spring will be late again another year of scandal and shame. If only we could be more organized."

Looking at each other, me and my brother nodded. I ran back to the library to start a checklist.

* * *

**3rd person pov,**

Walking to the front of the crowd, Phantom settled into his leader façade.

"Listen up ladies!" He shouted, "spring has been late in this town for too long. You want to be more organized? Well, arguing will get you nowhere. Now get into your teams and wait for orders."

Seeing them get into their respective teams, he stepped aside, allowing Twilight walked forward with her checklist.

"Big Mac, you give Rarity the materials to make nests. Rarity, you and a friend will be making the nests. Half your team will hang them and the other half will wake the animals. Pinkie, your half of the weather team will cut the ice into cubes like so pointing to a design like Phantom has held up and the rest of you will be melting the ice, getting the birds and clearing the clouds. Applejack, half your team will pull the plows, the other half will plant the seeds." She said.

"You all have your orders, now get moving!" yelled Phantom, before running off to get a plow.

(**this is where the montage of checks come's in, but like I said, I don't know how to do a montage so skip to the end)**

"I can't believe it, spring is here, on time!", said the mayor, "and we have you and your brother to thank for it. If it weren't for your organizing skills and your brothers multitasking and leadership skills, we would still be arguing."

"Eeyup." Big Mac said making everypony laugh.

"It was a team effort." Twilight said, before getting hugged by Phantom.

"I'm so proud of you." He said.

"And since the both of you helped every team, we have official vests for you. We give the titles all team organizer and all team leader." announced the mayor

"I don't know what to say. Thank you everypony." Twilight said, happily.

"And so I declare that winter is wrapped up on time!" said the mayor.

Cheering with the rest of the town, Twilight and Phantom looked at each other and knew that this was the best winter wrap up day ever.

"Spike sure gonna be in for a surprise when that last block of ice melts." Applejack said pointed to a sleeping Spike, that made every one laugh.

* * *

**The library Phantom's pov,**

_Dear Princess Luna_

_This winter wrap up day was the best! My sister learn about how everyone had big talents __and if we're patient and diligent we may find them. __I learned that no matter what you do, you should always make time for your family __and as always with great friendship and teamwork ponies can accomplish anything._

_Your night loving student, Phantom._

"How's that Twilight?" I ask.

"Great! About time you wrote a letter to Princess Luna." She said.

"Alright Spike... Spike?" I said turning to find him asleep.

"Oh Spike." Twilight said as we laughed.


	12. call of the cutie

Hey Phantom Fan 21 here. We are bringing in another DP character. Me and Eritgan has agree to bring in Jazz, Danny's sister from the show. This Jazz is different then the show. She a unicorn filly that has a talent for playing jazz music, but no cutie mark. She kind of like Sweetie Belle and Scootaloo combine. Like Sweetie Belle, Jazz has weak magic and can't use it very much and like how Scootaloo sees Rainbow Dash, Jazz sees Phantom has her idol. First we are going to bring in Jazz then have the show start up. So when we do the CMC episodes, Jazz will replace Phantom in those ones. He'll still show up though. Enoy!

* * *

**Episode 12 Call of the Cuite**

**Apple Bloom Pov,**

I reach school just as the bell rang and I sat down next to my friend Twist. We were ready for the day and hope to find something to get are Cutie Marks. We were the other two fillies that has not gotten their marks yet.

"So Twist, you ready to go look for our cutie marks after class?" I ask her.

"Sure!" She said before our teacher Miss Cheerilee walk in.

"Ok, my little ponies, i got some news for you." She said and well all look at her.

"Today we have a new student. She lives with her Cousin, but she able to come to Ponyville to learn. So please welcome her with open hooves and treat her nicely."

I watch as a pink unicorn filly with a red mane and tail and teal eyes with no cutie mark walk up.

"Hi, I'm Jazz. My cousin was able to have me come here due to her work has to be near here." She said a bit shy.

I walk up and said, "Nice to met ya Jazz. I'm Apple Bloom, I live in Sweetie Apples Arcs."

"Really, I never heard of an earth pony living on a farm before." Jazz said.

"Huh? Wait, did you live in the city before coming here?" I ask.

She nods and I smile.

Twist walk up and said, "Hi! My name Twist, what some lemon drops? I made them myself.

"Sure!" Jazz said and ate one.

I smile again. Looks like a new friend has been made for me and Twist. My smile fading when I saw the two bullies of our school name Diamond Tiara and Silver Spoon walk up to us.

"Well, well, look what we got here. Another blank flank." Diamond Tiara said.

"Leave her alone Diamond Tiara. She is new." I told her.

"Oh? Why does that make her special? Oh what it doesn't! Because she doesn't have her cutie mark!" Diamond Tiara pick on Jazz.

"So? My cousin thought by coming here I can find it. Beside, my family has been in the music busies for quite some time.", Jazz said, "sorry but I didn't get your names."

"Normally we don't talk to blank flanks but since your new we'll tell you. I'm Diamond Tiara and I belong to the riches family." Diamond Tiara said.

"And I'm Silver Spoon." Silver Spoon added.

"Nice to meet you." Jazz said and held up her hoof.

"What is that?" Diamond Tiara ask.

"It a hoof-shake Diamond Tiara. She trying to be friendly." I answer sourly.

"Sorry but I don't shake with blank flanks. So...Jazz was it... you better now your place while your here. Just because your new doesn't mean you are getting nice treatment from me. Come On Silver Spoon." Diamond Tiara said and she and Silver Spoon walk away.

I walk up to Jazz and said, "Don't let her get to ya. She always been like this."

"Really?" Jazz ask me.

"Sure. Hey maybe after class I'll show you around Ponyville!" I said before getting an idea.

"I would like that! Thanks Apple Bloom." She smile.

We enter the school and sat at our desks. I just knew Jazz was going to feel right at home.

* * *

**3rd Person Pov,**

The class welcome Jazz to Ponyville before Miss Cheerilee walk up.

"Let's quiet down please. We have a very important lesson to get to.", She said and the class took their seats, "Thank you. Today we are going to be talking about cutie marks."

"Bo-ring!" Diamond Tiara sighs as Apple Bloom look at her.

"You can all see my cutie mark, can't you?" Miss Cheerilee ask and show them the three flowers with smiley faces on them.

"Like all ponies, I wasn't born with a cutie mark. My flank was blank." She said and show them a picture of when she was a filly.

"Aww...! She's so precious!" Twist said and Miss Cheerilee smile and took it down to show herself an bit older and dress differently then she was.

"Then one day, when I was about your age, I woke up to find that a cutie mark had appeared." She said.

"Look at her hair!" One of the fillies said and everypony laugh.

Miss Cheerilee laugh as well before saying, "Yes I know, but honestly, that's how everypony was wearing their mane back then. I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurture them with knowledge. The smiles represented the cheer I hope to bring to my little ponies while they were learning. Now, can anyone tell me when a pony gets his or her cutie mark?"

"Oh! Oh! Oh! When she discovers that certain something that makes her special!" Twist said.

"And the cutie mark take a image to match that talent." Jazz added.

"That right Twist and Jazz." Miss Cheerilee agree.

As Miss Cheerilee went on talking about Cutie Marks, Diamond Tiara try to get Jazz attention before she turn to her.

"Yes?" She ask before seeing Diamond Tiara held out a note.

Wondering what was on the note she reach out and grab it.

"Jazz! Are you passing a note?" Miss Cheerilee ask when she spotted her.

"Err." Jazz said, she wasn't sure what to say.

Miss Cheerilee wave her hoof as to told her to come up in front of the class.

Jazz walk up and open the note. She was surprise on what was on it.

"What could be so important that it couldn't wait until after class?", Miss Cheerilee ask and look as well, "It's blank."

"Remind you of anypony?" Diamond Tiara laugh as the class whisper to themselves.

Jazz shrank down in shame. She didn't like not having a cutie mark. Her old school treated her the same way.

Apple Bloom look at her new friend and hope there was a way she could help.

* * *

**Jazz Pov,**

School ended for the day and me and my two new friends walk out. I feel really upset. If only I had my cutie mark then I wouldn't be pick on.

"Want some sweets? I've got some peppermint sticks. I made them myself." Twist ask and help some up.

"Mm-mm." I shook my head no.

"They'll make you smi-i-le." She said trying to get me to.

"No..." I said.

"Jazz, don't worry what Diamond Tiara did. Besides, I said that I'll show you around Ponyville after school." Apple Bloom said before we hear Diamond Tiara and Silver Spoon walk up.

"I don't know why we had to sit through a lecture about getting a cutie mark. I mean, waiting for your cutie mark is sooo last week. You got yours, I just got mine. We all have them already. " Diamond Tiara said and gasp at us.

"I mean, almost all of us have them already. Don't worry, you three, you're still totally invited to my cute-ceañera this weekend." She corrected herself.

"It's going to be amazing." Silver Spoon said.

"It's a party celebrating me and my fantastic cutie mark. How could it _not_ be?" Diamond Tiara added and show her cutie mark which was a tiara.

"Bump! Bump! Sugar-lump, rump!" They said and laugh.

"Gimme a break." Apple Bloom said not believing them.

"See you this weekend..." Silver Spoon told us.

"_Blank flanks_!" They laugh and walk away.

"Come on Jazz, ignore them. Let go to Sweet Apples Acres. I want you to met my family." Apple Bloom said.

"Ok..." I said sadly.

I really didn't what to be a blank flank.

**Later,**

Apple Bloom show me around her home and I was quite surprise to see a farm fill with apples. Twist had to head home so Apple Bloom was the only one to show me around. I watch as she walk up to an orange mare, with a hat and three apples as her cutie mark.

"Howdy Applejack." Apple Bloom said.

"Well, Howdy sugarcube." Applejack said and saw me.

"Who ya friend?" She ask.

"This is Jazz, she new here." Apple Bloom said.

"Hi." I said shyly.

"Nice to me ya Jazz. Strange you name sound like music." Applejack said.

"Oh, my family has been in the music busies for years. I live with my cousin but, she was able to send me here." I explain.

"Really that nice of ya." Applejack said before looking at my flank.

"Well I'll be. You don't have ya Cutie Mark. Just like apple bloom." She said and I frown.

"It really not fair." I said.

"Don't get your mane in a tangle. You'll get your cutie mark. Every pony gets one eventually." Applejack told me.

"I know, but I can't wait anymore." I said.

"Course you can. Y'know, I was the last pony in _my_ class to get my cutie mark, and I couldn't be prouder of it. I know my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal.", Applejack told me before she remember something, "come to think of it, Granny Smith was the last one in her class, too. Huh, same as Big McIntosh."

"How is that suppose to help me?" I ask and started to walk away.

"Listen, sugarcube, I know it's hard to wait for your very own cutie mark, but, you just can't force it. Besides, you're not that grown-up just yet. Ain't there other fillies in your class without one, beside Apple Bloom?" Applejack said and walk up next to me.

"Twist doesn't have _hers_ yet." Apple Bloom remind.

"True, maybe the three of us can go together to Diamond Tiara party!" I said happily.

"Come on, I know where she lives." Apple Bloom said and we ran off.

"Heh, she a nice filly. Pinkie going to throw her a party after Diamond Tiara's." Applejack said and went back to work.

* * *

**3rd Person Pov,**

Jazz and Apple Bloom reach Twist's house and Apple Bloom knock on the door.

Twist opens the door and said, "Oh, what's up, Apple Bloom and Jazz?"

"Hey Twist.", Jazz smiling, "I was thinking... maybe we could go to Diamond Tiara's cute-ceañera together. I don't have a cutie mark, Apple Bloom doesn't have a cutie mark and you don't have a cutie mark."

A sad look appear and Twist face before stepping out. There on her flank was a cutie mark with two Candy Canes crossing over each other. Jazz's smile fell as she saw it. Apple Bloom was shock.

"Isn't my cutie mark swell? I've always loved making my own favorite sweets, but it took me some time to discover that it was my super-special talent. Pretty sweet, huh?" Twist ask them.

"Wow, Twist! I never knew that was your talent." Apple Bloom said happy for her friend.

"Yeah, pretty... sweet." Jazz said sadly, she really wanted her cutie mark now.

"Hey... this doesn't mean we can't go to the cute-ceañera together. You're still gonna come to the party, are you?" Twist said and ask.

"Of course she will." Diamond Tiara said as she and Silver Spoon walk up.

"It's not like being one of the two ponies there without a cutie mark, would be, like, the most embarrassing thing ever." Silver Spoon added and laugh.

"I'll see you two later." Jazz said and walk away.

Apple Bloom look at her new friend wondering if there was something she can do to help.

* * *

**Jazz's Pov,**

I walk cross town with a grey cloud over my head. I really couldn't be it. Twist got her cutie mark. I know Apple Bloom doesn't have hers yet but I couldn't stand it. I wanted my cutie mark. I then heard some wings flap above me and I look up to see a cyan mare with rainbow mane and tail and a rainbow lighting bot coming out of a cloud as her cutie mark.

"Wow, looks like somepony's got a dark cloud hanging over her head. Let _me_ do something about that." She said and kick it away.

"By the way, I'm Rainbow Dash. I take it ya new?" She ask.

"Yeah, my name Jazz. My cousin send me here so I can finish up school while she get ready for something big coming up." I said.

"I see, so what's the matter, kid?" Rainbow said and ask me.

I took a deep breath and said, "There's a cute-ceañera this afternoon and everypony in my class will be there and they'll all have their cutie marks, expect Apple Bloom, and I don't have mind, but I really wanna go to the party, but how can I go to the party if I don't have my cutie mark, which Applejack says I'm gonna get eventually but... I WANT IT NOW!"

"So you know Applejack huh?" Rainbow ask.

"Yeah, Apple Bloom was showing me around." I told her.

"So you want your cutie mark? I can get you a cutie mark like that!" Rainbow said and I heard what sound like a snap.

"Applejack says these things take time. I have to just wait for it to happen." I told her.

"Why wait for something to happen when you can _make_ it happen?" Rainbow told me.

"But Applejack says th..." I started to say before Rainbow took over.

"Hey, who are you gonna listen to, Applejack, or the pony who was _first_ in her class to get a cutie mark? I always liked flying an' all, but I was going nowhere in a hurry. It wasn't until my very first race that I discovered a serious need for speed, and KAZAM, this sweet baby appeared as fast as lightning." She said and show her cutie mark.

You really going to help me?" I ask.

"Sure! You may be new here, but that doesn't might it a reason not to help you." Rainbow said.

A few hours later, I rest on the ground, tired from all the stuff we did. We did Juggling, Hang-gliding, Karate, Kite-flying, and Ultrapony Roller Derby. All which I didn't get my Cutie Mark. Even when I fail, I learn a lot.

"Tried that one... tried that one... tried that one..." Rainbow said going over the list.

I was about to say something when I heard Diamond Tiara and Silver Spoon walk up.

"Your new outfit is, like, perfect for the party." Silver Spoon said to Diamond Tiara.

"I know. It totally shows off my cutie mark." Diamond Tiara agree.

"I love being special." Silver Spoon said as they pass me.

"Can you imagine how embarrassing it must be to be... _not_ special?" Diamond Tiara said loud enough from to hear.

"I don't even want to, like, _think_ about it." Silver Spoon said.

I roll my eyes, I really started to hate those two. They think their better because they have cutie marks? Well, when I get mine, that will show them.

I sigh, how was I going to get one?

"There ya are Jazz." I heard and turn to see Apple Bloom.

"Hi Apple Bloom." I said.

"I've been looking all over for ya. What you been up to?" She said then ask.

"Well, Rainbow Dash has been helping me to try and find my cutie mark, but no luck so far." I said.

"You look like you'd be good at eating cupcakes." Said a pink pony with a puff out pink mane and tail with three balloons on her flank.

"Eatin' cupcakes?" Apple Bloom ask.

"Eating cupcakes?" Rainbow Dash repeated looking up.

"Eating cupcaaakes!" Pinkie shouted.

"Um, who are you?" I ask.

"That there is Pinkie Pie. She throw party for everything and anything." Apple Bloom told me.

"Oooo! I new pony! Wow! We haven't had any new ponies since Twilight and Phantom came here." Pinkie said excited.

"Who are they?" I ask.

"Twilight and Phantom are unicorns like yourself and they are brother and sister. They use to live in Canterlot but now live here." Apple Bloom said.

"Phantom? I heard about him. Isn't he the unicorn that has two cutie marks?" I ask.

"Yep, He also the student of Princess Luna." Apple Bloom answer.

"And he my best-est best friend too." Pinkie said hyper.

"And Rainbow and Applejack friend too." Apple Bloom added.

"Wow." I said speechless.

I always look up to Phantom. He was powerful unicorn that had two magic's instead of one. I always want to be as good as him. But I didn't heard that he had a sister. Just I was so zone out I never notices when I first heard about him. Still what Pinkie said got me thinking.

"I really appreciate all your help Rainbow Dash. You're a really great coach and I really learned a lot from you and I'm sure I can learn a lot more but... I've got some cupcakes to eat! See you at cute-ceañera! _Hold on_, Pinkie Pie, I'm coming." I said to her and then follow Pinkie with Apple Bloom behind me.

* * *

**3rd Person Pov,**

Apple Bloom, Jazz and Pinkie walk in the Sugarcube Corner. Jazz was very happy.

"I can't believe I didn't think of this. A cupcake-eating cutie mark, it's _sooo_ obvious. Now, where are those cupcakes? I'm ready to chow down!" Jazz said can't wait to get her cutie mark.

"I don't have any cupcakes." Pinkie said smiling.

"Oh." Jazz said sadly.

Pinkie then gasp and said, "But you look like you'd be good at helping me _make_ some."

Both Jazz and Apple Bloom look at each other wondering why Pinkie didn't make them in the first place.

"I guess, uh, making-cupcakes cutie mark could work too." Jazz said a little unsure.

"Well, At lest I can try making those cupcakes Phantom show me." Apple Bloom added and started to get the stuff out.

While they we're doing that Pinkie once more started singing.

_**All you have to do is take a cup of flour!**_

_**Add it to the mix!**_

_**Now just take a little something sweet, not sour! **_

_**A bit of salt, just a pinch!**_

_**Baking these treats is such a cinch!**_

_**Add a teaspoon of vanilla!**_

_**Add a little more, and you count to four,**_

_**And you never get your fill of...**_

_**Cupcakes! So sweet and tasty!**_

_**Cupcakes! Don't be too hasty!**_

_**Cupcakes! Cupcakes, cupcakes, CUPCAKES!**_

A few minutes later, both Apple Bloom and Jazz pull out both their trays, but Jazz's was really burn and Apple Bloom's come out a bit nice, but didn't look like Phantom's at all.

"Hot, hot, hot!" Jazz said and threw her tray away.

It land next to Pinkie and she look over them.

"Oooh, those look much better than the last batch." Pinkie said and ate one.

Jazz sigh and said, "Ugh! I guess I'm not cut out to be a baker either. I just have to face it, I'm gonna have a blank flank forever."

"Hey, I just try even after being teach, and I still don't have mine." Apple Bloom said showing that her flank was still blank as well.

"What about that?" Pinkie suddenly ask.

"What about what? Is there something on my flank? Is there, is there, is there?" Jazz ask and look.

She gasp and said, "A cutie mark! It's a... a measuring cup? No. A mixing bowl? No... Are those cupcakes? A tower of cupcakes maybe."

"Jazz calm down, I know your exited but we need to have a better look." Apple Bloom said.

Pinkie then blew the 'cutie mark' away and saw that her flank was still blank.

"Flour. It's flour! Yay! I guessed it. What game you wanna play next? Please say bingo, please say bingo." Pinkie said thinking the whole thing was a game.

"Whoa, what's been going on in here?" Twilight ask as she walk in.

"Yeah, looks like a storm came through." Phantom said next as he walk up next to her.

"We've been making cupcakes, wanna try them?" Pinkie ask and show them the burn cupcakes.

"Nnnno thank you... not that they don't look, heh, _delicious_." Twilight said as Phantom nods, both not wanting to hurt her feelings.

"Hm?", Phantom said as she spotted Apple Bloom and Jazz, "Hey Apple Bloom, who your friend?"

"Oh, this is Jazz. She new here. She also be trying to find her cutie mark." Apple Bloom said.

Jazz eyes widen as she saw her idol. She quickly ran up to him and look at him.

"Phantom you got to help me!" She said.

"What's the matter?" Phantom ask, wondering why this filly was so excited to see him.

Jazz took a deep breath before explaining, "Tiara's cute-ceañera's today and everypony in my class will be there and they'll all have their cutie marks and I want to get my cutie mark, but I'm no good at selling apples or hang-gliding or making cupcakes, but I wanna go to the party, but how can I go to the party if I don't have my cutie mark, which Pinkie Pie says I can't just make appear, but I _need_ it to appear, RIGHT NOW!"

All that left both Twilight and Phantom confuse.

"Uhhh... I don't follow. How can _I_ help you?" Phantom ask again.

"You can use your magic to make my cutie mark appear." Jazz explain more slowly.

"Oh no, Jazz, A cutie mark is something a pony has to discover for herself." Twilight said.

"Yeah, you can't just make it appear." Phantom agree.

"Please Phantom just try." Jazz pleaded.

Phantom sigh and let his normal magic, which was blue, cover his horn and made one appear.

"Yes! I knew you could do... it." Jazz started to cheer before it disappear.

"We're sorry, sweetie, but we told you-" Twilight started to say before Jazz over took them.

"Try again, try again!" She said.

Phantom sigh and made more and more cutie marks appear, but each time the fade away. After a dozen cutie marks, Phantom was too tired to make any more appear.

"Told you that not even magic can make a cutie mark appear before its time." Twilight said as she Phantom a glass of water.

"Thanks sis." He said and took a drink.

"It's hopeless, hopeless! I just won't go to the party, I can't go. Everyone will just laugh at me and make fun of me and call me name. It will be the worst night of my life." Jazz cry out upset that she will never get her cutie mark.

"I'm sure it won't be as bad as all that." Twilight said.

"Yeah, me and Twilight didn't go to party even after we got our cutie marks." Phantom said.

"That was then, this is now Phantom." Twilight said.

"Yeah, yeah, whatever bookworm." Phantom smirk.

"Ghost-pony." Twilight smirk back.

"Oh, that it!" Phantom said playfully and jump on his sister and tickle her as Jazz walk away.

"Forget it, there's no way I'm going to that...," Jazz said before she stop, "party."

"How could I have forgotten the time? How could I have forgotten Pinkie Pie was hosting the party? How could I have forgotten it was at Sugarcube Corner?" Apple Bloom said as Jazz look fearful.

"Don't forget your party hat, Forgetty Forgetterson!" Pinkie said and place hats on both of them.

"I have to get out of here before anypony sees me." Jazz said and took off her hat and started to sneak out.

As she did, she notices some to the ponies having fun. Apple Bloom watch and feel sorry for her.

"Okay, Jazz, almost there." She said before she bump into Applejack that walk in.

"Hey sis!" Apple Bloom said walking up.

"Apple Bloom, Jazz, you both made it. After I heard about Twist, I was afraid you two wouldn't show up. I sure am glad you came to your senses about this whole cutie mark thing, Jazz. These things happen when these things are supposed to happen. Trying to rush 'em just drives you crazy. I'll let you be, looks like your friends want to talk to you." Applejack said before spotted Diamond Tiara and Silver Spoon walk up.

"Hey, Applejack!" Phantom call out.

"Howdy Phantom." Applejack said and walk up to him.

"Apple Bloom help me cover my flank." Jazz said and took a table cover and place it over her.

"Well, well, well, look who's here." Diamond Tiara said.

"Nice outfit." Sliver Spoon said in a teasing voice.

Apple Bloom roll her eyes as Jazz said, "Just something I, uh, pulled together last minute."

"It really shows off your cutie mark. Oh wait, that's right, you don't have one." Diamond Tiara said.

Apple Bloom knew she was scare of remaining a blank flank and so was she. But Jazz was new and Diamond Tiara wasn't helping her feel welcome.

"Uh, I have a cutie mark." Jazz said surprise them.

"Eh, what? Since when?" Silver Spoon ask.

"Since... Um... Earlier today." Jazz lie.

"Oh really? Let's see it." Diamond Tiara said and walk up to her to move the cover.

Jazz back away and said, " I shouldn't. I couldn't. My cutie mark is so unbelievably amazing, I'm afraid that if I show it off, everyone will start paying attention to _me_ instead of _you_. Outshines at your own cute-ceañera - can you imagine how embarrassing that would be?"

It work, Diamond Tiara back away and said, "Uh, forget it, I didn't really want to see it anyway."

Jazz smile weakly, and added, "Okay, well, I'm gonna go mingle. Enjoy your party. Coming Apple Bloom?"

However Jazz didn't watch where she was going and her cover was rip to show she was still blank.

"Wow, that _is_ an amazing cutie mark." Silver Spoon said.

"Nice try..." Diamond Tiara added.

"_Blank flank_!" They said together.

Jazz was about to cry before a voice spoke up, "You got a problem with blank flanks?"

Everypony turn and saw a orange pegasus with a purple mane and tail. With her was a unicorn filly that was white with a purple and pink mane and tail.

"I said, you got a problem with blank flanks?" The orange pegasus ask.

"The problem is, I mean, she's like, totally not special." Silver Spoon said.

"No, it means she's full of potential." The white unicorn agree.

"It means she could be great at _anything_. The possibilities are, like, endless." The orange pegasus mock them.

"She could be a great scientist, or an amazing artist, or a famous writer. She could even be mayor of Ponyville some day." The White unicorn said.

"And she's not stuck being _stuck-up_ like you two." The orange pegasus said casing a few ponies to laugh.

"Hey, this is _my_ party, why are you two on _her_ side?" Diamond Tiara ask.

"Because..." The orange pegasus said and they both turn to show that their flanks were blank.

Both Jazz and Apple Bloom gasp when they saw it.

"You don't have your cutie marks _either_? I thought me and Apple Bloom was the only ones." Jazz said.

"We thought _we_ were the only _two_." The orange pegasus said.

"We for one think you are four very lucky fillies." Twilight said as she and her brother step up.

"Lucky? How can they be _lucky_?" Diamond Tiara ask.

"They still get to experience the thrill of discovering who they are, and what they're meant to be." Phantom explain.

"And they got all the time in the world to figure it out, not just an afternoon." Applejack added.

All the fillies walk up to both Jazz and Apple Bloom and started talk to them. Diamond Tiara was upset by that.

"Hey, what's everypony doing? This is _my_ party, everypony is supposed to be paying attention to _me_." She said but no pony pay attention.

"Whatever. We still think you're losers, right Diamond Tiara? Bump, bump, sugar... lump..." Silver Spoon said.

"Not now, Silver Spoon." Diamond Tiara said sourly.

"Name's Scootaloo." The Orange pegasus said.

"And I'm Sweetie Belle." The White Unicorn added.

"Apple Bloom. Jazz." The two friends said.

A little while later, all the ponies where dancing and the four fillies was having a good time. Apple Bloom turn to see Phantom smiling at her and she smile back. Diamond Tiara watch from the stairs unhappy on what she was seeing.

The four sat at table after the dance and started to talk among themselves.

"So I was thinking, now that we're friends..." Apple Bloom said.

"We mean, we are friends, right?" Jazz ask.

"How could we not be? We're totally alike. We don't have cutie marks, Diamond Tiara and Silver Spoon drive us crazy-"

"_Totally_ crazy." Sweetie Belle added.

"Well, now that we're friends, what if the four of us work together to find out who we are and what we're supposed to be?" Apple Bloom ask.

"Ooh! Ooh! We could form our own secret society." Sweetie said happily.

"I'm liking this idea." Scootaloo said.

"Me too." Jazz agree.

"A secret society. Yeah. We need a name for it though." Apple Bloom said.

"The Cutie Mark Four?" Scootaloo ask.

"The Cutastically Fantastics?" Sweetie Belle ask next.

"How about... The Cutie Mark Crusaders?" Apple Bloom ask last.

"You read my mind!" Jazz said.

"It's perfect!" Scootaloo agree.

"This is gonna be so great!" Sweetie cheer.

"We're gonna be _unstoppable_!" Apple Bloom said and the four high hoof.

"What do you say we celebrate with some of these delicious cupcakes?" Scootaloo said and was about to take a bite when Jazz pull it away.

"NOT the cupcakes. Trust me." She said.

"Let's see if there are any cookies." Sweetie said.

"Yeah! Come on." Apple Bloom said and the four friends went off to find some.

Both Phantom and Twilight watch the four look for cookies and Phantom said, "I think a lesson has been learn."

"I agree. Care to take a note in Spike place?" Twilight said and ask.

"No problem." Phantom said and his normal magic held it up.

"_Dearest Princess Celestia,I am happy to report that one of your youngest subjects has learned a valuable lesson about friendship. Sometimes, the thing you think will cause you to lose friends and feel left out..."_

We change to see Princess Celestia reading the note.

"_can actually be the thing that helps you make your closest friends and realize how special you are._ Hmm..." She said before turning to her cutie mark.

* * *

Well everyone, what did you think? Bet you did see that one coming. I know this is Apple Bloom episode but Jazz take over because she new. AS for who her cousin is. Here a hint, her name starts with a "O". Feel free to guess and don't forget to review. Also like Friendship is Magic part 1 and 2, I didn't watch the episode before this chapter. It was fresh in my mind.


	13. fall weather friends

**Etrigan the Demon with another chapter. What's up?, this is a chapter I've wanted to do for a bit so read on and enjoy.**

* * *

**chapter 13 Fall Weather Friends**

**Sweet Apple Acres 3rd person pov,**

Rainbow Dash and Applejack were playing horseshoes. They were having fun and Rainbow was winning, or so she thought.

"Whoo hoo!" Rainbow Dash shouted as her horseshoe landed close to the target.

"Woo wee," Applejack replied, "not bad for a pony who works with her head in the clouds."

"You think you can do better cowgirl?" Rainbow Dash ask her.

"I know I can." Applejack said, getting her horseshoe ready.

Throwing it, it landed just short of Rainbow Dash's

"Heh, looks like the Pegasus can pitch better than the work horse." Rainbow Dash said knocking Applejack's hat down over her eyes.

"The objective of the game is to get closest to the stake alright? Alright you got another throw there." Applejack said before flipping the horseshoe onto Rainbow Dash's nose.

Throwing it, it flew over the target and fell just short of the barn window.

"Wow!" Applejack chuckle, "you couldn't hit a barn door with that throw."

"I still have the closest throw Applesmack, just try and beat it." challenged Rainbow Dash, kicking the horseshoe in front of Applejack.

Picking it up she threw it with enough power to hit the stake.

"Yee haw! It's a ringer.", Applejack yell, "that's how we do it down here on the farm!"

"I lost." Rainbow Dash said.

"Oh don't feel bad Rainbow, it's all in good fun." Applejack said.

"I hate losing." Rainbow Dash deadpanned.

"Besides your a mighty good athlete, I'm just better." Applejack said, walking off.

"Alright Applejack, you think your the greatest athlete in Ponyville?" Rainbow Dash challenged again.

"Well, I was going to say in all of Equestria, but that may be a bit much." Applejack replied rubbing her tail in Rainbow Dash's face.

"Well I think I'm the top athlete, so let's prove it." challenged Rainbow Dash.

"Prove what?" Applejack ask.

"Yeah, prove what?" said a familiar voice from behind Rainbow Dash.

"Oh hey Phantom, what up?, Rainbow Dash ask and he shrug, "I was just challenging Applejack to an Iron Pony Competition."

"Cool! I haven't seen one of those since Canterlot." Phantom said a smile on his face.

"What's an Iron Pony Competition?" Applejack ask confused.

"It a series of athletic events to determine the most athletic pony of all." Rainbow Dash explain.

"You know what Rainbow, your on." Applejack reply spitting on her hoof before smacking it together with Rainbow Dash's.

"I'll be the judge." determined Phantom, receiving nods in return.

"So you two are doing what now?" Twilight asked watching Rainbow Dash stretch.

"An Iron Pony Competition, Twilight."Phantom reply, with a whistle around his neck and a referee outfit on.

"Phantom, what are you doing?" Twilight ask.

"Well, I'm the judge. It's my job to make sure these two play fair." Phantom explain.

"See we've set up a series of athletic events to determine who is the most athletic pony ever." Applejack explain.

"So why am I here?" Twilight ask.

"Phantom wanted you to watch to see how it works. He enjoyed these back in Canterlot and wants you try them out." Rainbow Dash said, stopping stretching.

"Welcome to the first annual Iron Pony Competition!" Phantom said into a microphone.

"Who are you talking to Phantom?" Twilight ask beside him.

"Them." he said pointing to Fluttershy, Pinkie and Rarity who were being followed by Lyra and Derpy.

"Let the games begin!" He announced to the cheers of his friends which would surely peak the interest of Ponyville's residents.

* * *

**The Arena 3rd person pov,**

**"Event one-Barrel Weaving, the contestants will weave through the barrels without knocking any over to the finish line. Fastest time wins!"** shouted Phantom seeing a few more of Ponyville's citizens sitting in the stands.

Walking over to the finish line, he hands Spike a stopwatch.

"On your mark...get set...go!" Phantom yell before Applejack dashed off.

"Dagnabit." muttered Applejack touching a barrel.

"Seventeen seconds!" Spike said stopping the clock.

"You're kidding!", Applejack said surprise, "that beats my record for last years rodeo!"

"But you get a 5 second penalty for nudging the barrel." Phantom said.

"Darnit.", Applejack said kicking a rock, "still, that's 22 seconds, not too shabby."

"Hey don't be nervous.", She said nudging Rainbow Dash, "it's all in good fun, get on up there."

As Rainbow Dash landed at the starting line, Phantom reset the clock.

"On your marks...get set...go!" he yelled blowing his whistle before holding on to his referee hat at the speed Rainbow Dash took off.

"Woah! That was some fancy hoof work there, Rainbow." Applejack said seeing Rainbow Dash not hit a single barrel.

"Thanks.", she said puffing, "but I couldn't have been as good as you."

"What was the time Spike?" Phantom ask.

"18 seconds!?" Spike said in shock.

Hearing the two ponies gasp, Phantom grabbed his microphone.

"We have a winner!" He yelled before putting one point on Rainbow Dash's score.

"18 seconds?! Rainbow are you sure your not secretly a rodeo pony?" Applejack ask with a smirk.

"I can't believe I won!" Rainbow Dash said hovering.

"Well don't you go getting use to it." Applejack said pulling her back down.

**"Event two, Bucking Strength!"** Phantom said before seeing nearly half of Ponyville in the stands, "this event will test your might, first up is Rainbow Dash!"

Rainbow Dash kicked the target hitting the bell easily.

"Mighty respectable, but let me show you how it's really done." Applejack said at Rainbow Dash's smug expression.

"Next up is Applejack!" Phantom said.

Applejack kicked the target with one leg shattering it and sending the bell to the sky.

"Applejack wins event two!" Phantom shouted while Fluttershy put a point on Applejack's score.

**"Event three, Spike shaking!", **Phantom shouted, "in this event, the contestants will be shaking Spike off their backs. Once again, the fastest time wins! First up, Applejack!"

"Why me?" Spike ask, wearing a big cowboy hat.

Jumping around, Applejack managed to throw him into a haystack in 10 seconds.

"Ready for another pony ride?" Rainbow Dash ask, heading to the center.

"Go!" yelled Phantom.

Jumping up and down, it took Rainbow Dash 5 seconds to shake off Spike.

"Rainbow Dash wins!" Phantom yell, catching Spike before he could crash into the scoreboard.

**"Event four lassoing, **in this event Spike will be the bull. The first to wrangle him wins!", Phantom yells, "and go!"

The event went by very quickly due to Applejacks natural skill with a rope while Rainbow Dash tied herself to a tree.

"Applejack wins!" Phantom yell before helping Rainbow Dash down.

"Thanks, Phantom." she said blushing.

"Anytime." he said before moving back to the arena.

**"Event 5 ball bouncing, **the contestants will bounce balls until one of them falls. The skill is in favor of Rainbow Dash, but Applejack might win." Phantom said handing them balls.

"And...go!" he shouted.

Predictably by all, Applejack's balance was not in it and she fell giving the win to Rainbow Dash.

"And that's another point for Rainbow Dash." Phantom said before helping Applejack up.

"Thanks Phantom." She said blushing.

"Like I said before, anytime." he said heading back to the arena.

**"Event 6 hay bale tossing, **the contestants will throw these hay bales. The furthest wins!" Phantom said.

"And...go!" he shouted before seeing all of Ponyville in the stands and some of Cloudsdale in the clouds.

Rainbow Dash threw her bale with power, easily sending it to the end of the range. Applejack's, however, went just further and landed on top of Rainbow Dash. Wincing, Phantom took the hay bale off of Rainbow Dash while angel put a point on Applejack's score.

**"Event 7, hoof wrestling! T**his event is a simple hoof wrestle, no description needed." Phantom said to the crowd that Twilight still hadn't noticed.

Applejack put up a good fight, but she just fell short of Rainbow Dash's strength.

"Rainbow Dash wins!" Phantom yelled.

**"Event 8, hoofball kicking! **This is also simple, just like hay bale tossing whoever gets further wins!" Phantom said, before placing two hoofballs in front of Rainbow Dash and Applejack.

This was a no brainer, just like in the bucking strength, Applejacks ball went further than Rainbow Dash's.

"Applejack wins!" Phantom said.

"Mares, gentlecolts, and fillies of all ages! We have reached the halfway mark and the contestants are tied with four all." announced Phantom.

"Who are you talking to?" Twilight ask.

"Them!" Phantom said gesturing to the cheering crowd.

"I don't know how you missed them. They were cheering half the time." Spike said.

**"Event, 9 push ups!** Now it's time for a test of strength and will the first pony to reach one hundred push ups wins!" Phantom said.

"98...99...100!" the crowd counted before cheering as Rainbow Dash used her wings for the final push up.

"Yes!" she said still flapping.

"Rainbow Dash wins." Phantom said before helping up Applejack.

"Be a good sport, Applejack." She muttered under her breath.

**"Event 10, long jump! **Once again no description needed, whichever pony leaps the furthest wins!" announced Phantom before Applejack began her run up leaping through the air.

Applejack fell just short of the end of the sand pit. Looking back, she challenged Rainbow Dash to do better as Rainbow Dash flew. She saw she was going to fall short of Applejack's landing, once again using her wings, she hopped over it and landed ahead of Applejack's mark before walking off not seeing Applejack glare after her."

Rainbow Dash wins again!" Phantom shouts shaking his head.

**"Event 11, Chick delivering! **The contestants must cross this muddy patch without the chicks leaving their back. Whoever has the most chicks still there when they reach the chickens wins!" Phantom exclaim while pinkie tested to make sure it was muddy enough.

"And...go!" he said getting the okay.

Applejack was confident about this and crossed without feeling the chicks leave her back. Rainbow Dash used her wings to keep the chicks from getting muddy.

"Rainbow Dash wins!" Phantom yelled before dumping them in tubs of water and could help, but to chuckle at their at him.

**"Final event, tug o war!** Alright everypony, the final event is here. A simple tug of war to decide who wins!" Phantom said.

Applejack using her strength nearly pulled Rainbow Dash into the mud. Rainbow Dash using her wings prevented that and pulled Applejack over the mud.

"That's not fair!" Applejack said.

"Huh?" Rainbow Dash ask.

"Your using your wings, that's cheating!" Applejack continue.

Unfortunately due to the rope in her mouth no one could understand her.

"I said...", Applejack began before realizing what happened.

"Uh oh!" she said falling into the mud.

"And Applejack wins the final event!" Phantom shouted, putting two points on Applejack's score.

"What?!", Rainbow Dash shouted, "but I pulled her into the mud!"

"True, you did pull her into the mud, but once your over the line you lose. The mud is just for extra humiliation." Phantom explain.

"Well, I still won.", Rainbow Dash, "I' am the Iron Pony."

"You cheated!" Applejack yell.

"What was that?" Rainbow Dash ask, flying down to the ground.

"You used your wing power to win half those events!" Applejack accuse her.

"Sounds like sour apples to me." Rainbow Dash exclaims.

"I'm afraid Applejack is half right, Rainbow Dash." Phantom said, walking up.

"She is how?" Rainbow Dash ask.

"While using your wings is not prohibited, it is considered bad sportsmanship among the professionals. If a Pegasus is up against an earth pony or unicorn then they need to make sure they play fair and give them a chance." Phantom explain.

"How do you know this?" applejack ask

"This is one of my favorite pastimes back in Canterlot. I never missed a contest.", Phantom explain, "I know the rules and all the inside outs of the competition. So how about this the annual running of the leaves is tomorrow? How about you two race each other in it." Phantom suggest.

"Deal!" Applejack and Rainbow Dash said.

"Alright now to make this fair, Rainbow Dash no wings." Phantom said.

"Fine." Rainbow Dash said.

"I'll see you tomorrow, bright and early." He said before walking off.

* * *

**The next day, Phantom's pov,**

"Hurry up Twilight and Phantom!" Spike said.

"Why are you so excited Spike? The run is for ponies." Twilight said.

"Because I want to be the announcer today!" Spike said.

"Sorry Spike, the mayor was impressed with me yesterday and wanted me to go up with Pinkie, look she even gave me a megaphone." I said showing it off.

"Ladies and gentlecolts.", Pinkie said through a megaphone, "you all know me as Pinkie Pie, your usual eye in the sky announcer, but this time the mayor has given me a co-announcer. You all know him as Phantom!" She said.

"I'll see you later Twilight." I said, jumping into the blimp.

"Later Phantom!" She calls back.

* * *

**3rd person pov,**

"As everypony knows the running of the leaves is very important because without it the autumn leaves would never fall!" Pinkie shouted.

"And for those of you who were there yesterday, this is also a race between Applejack and Rainbow Dash to determine who is the true iron pony!" Phantom shouts before giving Pinkie a high hoof.

Stretching, Applejack was getting ready when she saw Rainbow Dash.

"Hello Applejack." Rainbow Dash said.

"I thought we said no wings." Applejack said letting Phantom hear her.

"Please, I could win this with both wings tied behind my back." brag Rainbow Dash.

Two minutes later, Applejack finished tying up Rainbow Dash's wings.

"There we go trussed up like a turkey.", Applejack exclaim, "well a turkey that can't fly any way."

"Very funny." Rainbow Dash said sarcastically.

"And for all those who are here for the race between Applejack and Rainbow Dash, Rainbow Dash will be racing without her wings." Phantom shouted.

"All ponies to the starting line!" Pinkie said.

"Hey Pinkie! Phantom!" Spike yell.

"Oh hey Spike, what's up?" Phantom ask.

"Oh it's us, we're up." giggled Pinkie while Phantom rolled his eyes.

"Hey I was just wondering if I could..." Spike said before getting cut off by a rope.

"Get up here already Spike." Phantom said with a grin.

"Really?" He ask.

"Yep!" Pinkie said.

"You can keep an eye on the things we miss." explained Phantom.

"Cool!" Spike said before grabbing the rope.

Getting ready, they saw a scroll disappear.

"Twilight what are you doing?" Rainbow Dash ask.

"I'm racing." Twilight replied to the amusement of Applejack and Rainbow Dash.

"Twilight stop playing around. You and I both know why you're down there." said a smug voice from the sky.

Looking up, she called back, "Oh yeah and what do you think I'm doing, Phantom?"

"Phantom says that your only down there to see how the running of the leaves works so you can join in next year!" Pinkie said.

"Why would I be doing that?" Twilight said fighting a blush.

"Because you always liked learning new things." Phantom said before dropping a camera which Twilight caught.

"What's this for?" She called up to him.

"Snap me a few pictures will ya?" He said to the amusement of all listening.

Sighing Twilight put the camera away while Applejack and Rainbow Dash laugh their hinds off.

"All runners to the starting line!" Phantom called as they did.

"On your marks..." began's Pinkie.

"Get set..." continued Phantom.

"Go!" finished Spike before blowing a whistle he found.

"Hey! I was looking for that." Phantom said.

"You know Phantom and Spike, despite the name, the leaves don't actually do any of the actual running that job is left to my little ponies." Pinkie said.

"Yes Pinkie." Spike said.

"It's the running of the ponies that causes the leaves to fall. Those lazy, lazy leaves." said Pinkie starting to hear a few chuckles from Phantom.

"But this year's running of the leaves is more than getting the leaves to fall. It's about a race two ponies want to win, Rainbow Dash and Applejack!" Phantom said.

"You know Pinkie, these two ponies have a bit of a grudge match going on, trying to see who's most athletic." Spike said to the interest of all listening.

"Yes and grudge rhymes with fudge and I like fudge!" Pinkie said.

Snickering slightly, Phantom turned to the back.

"Hey Twilight! You look like you've got some great pictures, but toss the camera back up and I'll try and get some over head shots!" Phantom call.

"Okay!" was the reply before the camera fell into the basket.

"Thank you!" He called before snapping some pictures.

"And out in front is Applejack and Rainbow Dash, they are neck and neck!" He said still taking photos.

"And Applejack pulls ahead using some of that raw workhorse power!" Pinkie said.

"Heh, not so easy without wings is it?" panted Applejack.

"Come on Rainbow show em a little dash." Rainbow Dash said before catching up.

"Hold up Pinkie, Rainbow Dash is catching up!" Spike said.

"These will make a great scrapbook." mutters Phantom as he look at the pictures.

"Didn't think I'd let you get off that easy did ya A.J.?" Rainbow Dash ask.

"Nope." Applejack said before tripping.

"I don't believe it!" Applejack said, after the others passed her.

"I know, isn't it beautiful." Twilight said, walking up next to her.

"Not the scenery Twilight, Rainbow Dash just tripped me." Applejack said.

"No she didn't." Twilight said.

"Yes she did." Applejack said.

"She did not and if you slowed down and looked you would see that you tripped over a rock." Twilight said, pointing behind her.

"Oh hayseed!" Applejack said, "now I've got a lot of ground to make up to catch Rainbow."

"Just be careful!" Twilight calls, before walking off again.

Rainbow Dash was running proving why her name was Rainbow Dash. Looking behind her and seeing nothing, she slowed down and took a little breather while Applejack caught up.

"See you at the finish line!" She called passing Rainbow Dash.

"Look at this!" Phantom shouted snapping pictures.

"After a huge setback, Applejack is back at the front of the back." Spike said, climbing onto Phantom's back to get a better view.

"She's the head of the pack all right. The pick of the litter the cat's pajama!" Pinkie shouted.

"Oh wait! Why would Applejack take some poor kitty's pajamas? That's not very sporting of her." She said to the strange looks of Phantom and Spike.

"Okay...", Spike said, "let's get back to the race."

"Not so fast Applejack!", panted Rainbow Dash, "this race isn't over yet."

"It is for you." Applejack said speeding up and pulling away getting over her.

Shock, Rainbow Dash sped up only to trip.

"She was about to get up when the other ponies passed her.

"I don't believe it!", she said, shaking off the leaves, "Applejack tripped me!"

"Doesn't anypony watch where their going?" Twilight ask as she ran next to her.

"You tripped on a stump, see?" She said pointing to it.

"Oh I see..." Rainbow Dash said.

"A big cheater, is what I see." She said with venom in her voice.

"Rainbow, Applejack would never cheat. It was just an accident." Twilight said.

"Sure it was." Rainbow Dash said sarcastically.

"Just remember Rainbow, it's just a game." Twilight said, before heading off again.

"Sure it is." mutters Rainbow Dash.

"And the rules have changed, two can play at that game." She said with a smirk.

"Welcome to the middle stretch everypony! I'm Pinkie Pie, that's Phantom, and our co-announcer Spike!" Pinkie said.

"Rainbow Dash has caught up and once again they are neck and neck." Phantom said getting some pictures.

"Hey Rarity!" He calls to the white unicorn.

"Yes?" she calls back.

"Run ahead and try and get me some pictures from the front will ya." He calls, dropping the camera.

"Okay!" She yells back before running up to the cross roads.

"Thank you!" He yells after her.

"And Rainbow overtakes Applejack!" calls Spike.

"Look ma, no wings!" Rainbow Dash shouts to Applejack before speeding up.

"And as the two racers enter Ponyville's white tail woods, Rainbow Dash is back in the lead." Phantom said.

"Without a doubt, this is the most exciting running of the leaves ever!" shouts Pinkie.

Rainbow Dash was running in first when she sees a branch. Pulling it back, she let's go and it smacks Applejack in the face.

"Hey Rainbow!" she yells to her retreating form

"And Rainbow Dash has just done an illegal racing move!" shouts Phantom.

"Why that little cheater did that on purpose!" Applejack gasp.

"It's on." She said heading to the branch.

"What's this? Applejack is using her own tricks." Pinkie said.

"Yes she is!" Spike said.

"She's using the branch to get ahead!", Phantom said, "another illegal racing move! I should call her out on that, but because I didn't on Rainbow Dash, I'll let it slide."

"Later." Applejack said as she flies past Rainbow Dash kicking a tree.

Applejack made a beehive fall down and the bees came out and spotted Rainbow Dash.

"Yaaaaaaah!" Rainbow Dash shouted, running past Applejack, bees chasing her.

Diving into the bushes, she landed on rarity.

"Ouch!" yelps Rarity.

"Shh!" Rainbow Dash said, putting her hoof in Rarity's mouth.

"Phew." She said as the bees passed.

"What are you doing Rarity?" Rainbow Dash ask, climbing out of the bushes.

"Phantom asked me to get some pictures from the front." Rarity said, pulling out the camera.

"You alright Rarity?" ask the mentioned voice.

"Just fine, thanks!" Rarity calls back.

"Right, well hold still." She said before snapping a picture of Rainbow Dash.

"Alright off you go." Rarity said before heading off, not seeing Rainbow Dash flip the sign over to point the wrong way.

"And Rainbow Dash has just pulled one of the oldest tricks in the book!", yell Pinkie, "let's see what happens."

Applejack quickly got to where Rainbow Dash was, getting stopped by Rarity as she was momentarily blinded by the camera flash.

"Rarity, what are you doing?" She ask.

"Phantom wanted me to get some pictures from the front." explain Rarity.

"Now go, you have to catch up." She said before waiting for the rest of the runners.

"And thanks to Rarity, Applejack did not fall for the trick!", shouts Phantom, "excellent work Rarity."

"Thank you." she yelled back.

"This is the most interesting running of the leaves in history!" Pinkie said.

"With the most interesting announcing." muttered Spike to a snickering Phantom.

Seeing where they were, Applejack smirked and kicked a bucket, spilling sap on the track. Not seeing it in time, Rainbow Dash was promptly stuck, oh and a surprise, upset, Rainbow Dash is stuck in some sap seeing Applejack ahead of her. Spurred, Rainbow Dash on walking she got two hoofs out of the sap before being flung back, however, being flung back with such power flung her forward and the sap snapped letting Rainbow Dash fly past Applejack, causing her to spin out of control.

"I don't believe this! Rainbow Dash has turned Applejack into a whirlwind!" Phantom said before feeling something fall on his head.

Picking it up, he saw it was the camera.

"Thank you Rarity." He yelled.

"No problem!" she yelled back before heading to wait by the finish line.

The Applejack tornado sucked up Rainbow Dash and dumped them on a mountain. Shaking of their dizziness, they glared at each other before seeing the ledge they were on cracking. Sliding down the mountain, they stopped behind the others.

"Forgive me girls.", Twilight said, "I know I'm not an athlete, but shouldn't the running of the leaves involve actual running?" then pass them.

"I think Twilight's right." Rainbow Dash said.

"You do?" Applejack ask.

"Yep, if you want to beat me, you better run!" She said before dashing off, Applejack close behind.

"And once again Applejack and Rainbow Dash are neck and neck." Phantom said.

"Oh, I can't wait to see who will win." Pinkie said.

"Yep." agree Spike and Phantom.

Seeing the finish line, Rainbow Dash started ramming Applejack.

"Oh and another illegal play by Rainbow Dash!" Phantom said.

"Quit it!" Applejack said ramming her back.

"No, you quit it." Rainbow Dash said.

"You started it." Applejack said angry.

"And now I'm finishing it!" shouted Rainbow Dash pulling ahead.

"Oh no you don't!" Applejack said before pulling Rainbow Dash's tail to get ahead.

"Oh and Applejack has just lost what little sportsmanship she had left." exclaim Phantom.

"Oh yes I will!" Rainbow Dash said pulling Applejack's tail.

"And what a surprise, Rainbow Dash does it as well." Spike said.

"Oh no you don't!" Applejack said grabbing the rope tying Rainbow Rash's wings to her back.

"That's it, all bet's are off!" Rainbow Dash yelled starting to fly.

"Oh no you don't!" yelled Applejack leaping onto Rainbow Dash's back knocking them to the ground as they traded blows and cross the finish line.

"It's a photo finish!" Phantom said.

"I should say who crossed first, but that would be wrong so the winners are all the other runners!" he yelled gesturing to everyone else who had participated.

"What?" yelled Applejack and Rainbow Dash.

"It's for the best." Phantom said.

"I'm disappointed in the both of you. Rainbow Dash, you started it but Applejack you fell for it and returned fire. I had no problem with the using the branch to catapult yourself because it wasn't harming anyone.", Phantom exclaim, "but the bees were too far, so neither of you win in my opinion, but let's go to our co-judges Pinkie Pie and Spike."

"It was a tie!" yell Pinkie.

"I agree with Phantom." Spike said.

"And the others won because they raced fairly. I got fifth." Twilight said walking up to them, "because I paced myself like my book said and when everypony else was worn out, I sprinted to the finish."

"Twilight beat us?!" yelled Rainbow Dash.

"With you two horsing around, it was quite easy." Twilight said.

"Couldn't have said it better myself, Twilight." Phantom said jumping out of the blimp as it landed.

"Your right Twilight and Phantom." Applejack said.

"We weren't very good sports." Rainbow Dash agree, kicking the ground.

"Sounds to me like an important lesson was learned." said a regal voice as everypony bowed.

"Princess Celestia!" exclaimed Applejack, Twilight, and Rainbow Dash while Phantom snickered as he bowed.

"What are you doing here?" Applejack ask, bowing.

"Fall is one of my favorite seasons, so I came here to celebrate the running of the leaves.", explained Celestia, "Phantom, Luna says hello and is very pleased with what you put in your last letter."

"Thank you Princess Celestia." He said bowing again.

"I'm sorry you had to see us be poor sports." Applejack said shamefully.

"That's alright." Celestia said.

"It's easy to get swept up in the thrill of competition. It's always easy to remember that friendship is more important than the competition." Twilight said.

"Eeyup!" Phantom said.

"Also, I asked Apple Bloom to pick up your spare hat. I had a feeling you might need it." He said handing it to her.

"Thank you Phantom." Applejack said blushing.

"Exactly Twilight." Celestia said.

"Now because the two of you were pulling tricks instead of shaking down leaves, many of Equestria's lovely trees are still covered." She said as Applejack and Rainbow Dash looked over the trees that still had leaves on them.

"We'll be happy to shake those leaves down lickety split." Applejack said before turning to Rainbow Dash.

"What do you say friend, wanna run?" She challenged.

"I would love to stretch my legs." confirmed Rainbow Dash before the two of them dashed off leaving the smiles of their friends behind.

"Want to join them, Twilight? I want to stretch my legs after sitting in that blimp for so long." Phantom ask.

"Of course, please excuse us Princess Celestia." Twilight said before bowing.

Celestia smile as she watch the two Unicorns race after them smiling as she remember the two little fillies that did everything together.

* * *

**Yo ETRIGAN THE DEMON here big reminder the poll for Phantom's pet is on my profile and the poll for pairing is on Phantom Fan 21's profile, so get voting, get your friends to vote, all votes are appreciated ETRIGAN THE DEMON OUT!**

Phantom Fan 21 here, A little up date, my filler chapter is going to take longer then we thought so we will be doing the episodes first and once it done it will be added. So sorry about that but it taking loner then thought. Please review.


	14. suited for success

**Hello, ETRIGAN THE DEMON here with another chapter. Now before we start, I have received a review on my other story asking for a sequel, so this is a disclaimer, I will only do stories if you have an account. So I can put your name in here and if I do a story for you, you do a story for me ok? I don't mean to sound rude. but those are my conditions. Now on with the show.**

* * *

**Chapter 14 ****Suited for Success**

**Rarity's pov,**

"Oh Opalessence, can you believe it?" I ask her excitedly.

"Moi, stepping out of a stunning new gown at the Grand Galloping Gala in Canterlot!" I finish before grabbing the fabric she was sleeping on making her fall to the ground.

She meowed at me.

"Why yes I did make it myself, thank you for asking." I said, heading over to my sewing machine.

"Oh Opal, of course you can help me, thank you!" I said in response to her meowing.

Putting her on the table, I give her the pin sack to hold.

"What's that?" I ask at her muffled meowing.

"You want to help me more? Well aren't you the sweetest thing." I said, giving her more things to hold before wrapping the fabric around a mannequin, not seeing the things fly off of Opalessence in a black glow.

"Now don't move! This shouldn't take long at all." I said pulling thread through the fabric.

"Why not? I'm not doing anything." said a familiar voice.

Startled, I turn around to see Phantom holding the stuff I gave Opalessence in his magic while she was asleep on his back.

"Oh Phantom! You startled me." I said before letting out a breath, "what brings you here today?"

"Today I usually help around Sugarcube Corner and Sweet Apple Acres.", he tells me, "but I thought I should help someone else today. So I thought 'Rarity, she could use some help' and here I am."

"Well, that is very nice of you.", I said before turning back to the dress I'm making, "could you please pass me a pin and some thread?"

"Here you go." I hear before getting the items passed to me.

"So what else is happened with you?" I ask as I sew.

"Not much, a few ghosts have dropped by and one of them told me he's been hearing some disturbing rumours." He answers.

"Really?!", I ask sequins, "please?"

"Yes.", he said, "some of the other fillies are bullying the ones without cutie marks.

"Oh dear!", I said, "what's his name?"

"He's called Sydney Poindexter, he was bullied to suicide because he didn't have a cutie mark. He got his right then. He was a champion at taking beatings and putting up with bullies, but it became too much. So he likes to make sure no one else gets bullied like he was. Since he can't interact directly he comes to me." He explain.

"That's awful!", I gasp stopping my sewing, "that poor filly."

"He's much happier now." Phantom said.

"He's finally got friends." I explain with a smile lying on a cushion, careful not to disturb the sleeping cat.

"So what's been happening with you?" He ask me.

"Well, I am making a dress for the Grand Galloping Gala.", I said before getting an idea, "that's it! Phantom, I am going to make you a suit."

"Why thank you Rarity, but I'm quite happy with the one you made me before the swarm." He said

"Oh, but this one will be for the Grand Galloping Gala!", I exclaim, "you just sit right over there and I'll get to work!"

"If you insist." He said, before walking over to one of the model platforms.

* * *

**3rd Person Pov,**

Knocking a few times, Applejack opened the door for her and Twilight.

"Howdy Rarity!" Applejack said, walking in.

"Shh!" Phantom shush them, "she's concentrating."

"What is she making?" whispered Applejack.

"That's a surprise." whispered Phantom before shutting his mouth and refusing to say another word.

"It looks like a dress." Twilight said.

"Makes sense. This is a dress makers shop." Applejack replied.

"Is there something I can help you with?" Rarity asked them.

"So sorry to bother you Rarity, but I need a quick favor.", Twilight said, pulling out an old dress, "can you fix a button, it's my dress for the Grand Galloping Gala."

"Twilight, you've had that dress since you were 10! I think you need a new one." Phantom said, looking himself over in the suit Rarity made him.

"I have to say Rarity, this is a very nice suit, I especially like the cape." He said.

"Thank you Phantom. I decorated it to look like stars." She said proudly.

"Which is one of my favorite parts." He said before turning back to the others.

"But seriously Twilight, I'm not even sure it still fits you." He said looking over it.

"And the design is absolutely horrible!", Rarity gasp, "tell you what I'll make you a whole new dress! It would be my pleasure."

"Oh that's sweet Rarity, but I can't let you do that it's so much work this dress is fine." Twilight said.

"Twilight Sparkle, I insist on making you a new dress." Rarity said.

"But..." began Twilight before getting cut off.

"Not another word! I won't take no for an answer." Rarity finished.

"Well in that case, thank you for your generosity Rarity. Knowing your handy work, I'm sure it will be just beautiful." Twilight said.

"Agreed." Phantom agree before finding black bow tie and putting it on.

"Perfect! What do you think?" he asks Twilight and Applejack, only to see them with their jaws dropped and eyes wide.

Chuckling he waved his hoof in front of their faces snapping them out of their stupor.

"You look amazing Phantom!" Twilight said.

"Yeah!" agrees Applejack blushing.

"Let me guess, you don't want a new gown either?" Rarity asked Applejack.

"Gown?", She said, "shoot, I was just going to wear my old work duds."

"You can't be serious, Applejack!", gasped Rarity, "you simply must wear formal attire.

"Hm... Nah!" Applejack said.

"I have to agree with Rarity, Applejack.", Phantom said, "formal attire is mandatory at the Grand Galloping Gala."

"Really? I didn't know that." Applejack said, "fine then. Rarity, since your offering and all, just don't make them too frou frouy."

"Deal!" Rarity said before they heard a shout.

"Look out below!" yelled Rainbow Dash before crashing through the roof and into some mannequins.

"Sorry, new trick. Didn't quite work." She said getting up.

"Hm... idea!" Rarity nearly sang, "I'll make you an outfit for the gala too Rainbow Dash."

"Outfit for the what now?" Rainbow Dash ask confused.

"I'll make one for you and you and and everyone, except Phantom, and I can't forget Pinkie and Fluttershy.", Rarity said excitedly, not hearing Rainbow Dash, "and then we can hold our very own fashion show."

"That is a wonderful idea! If your sure you can handle it Rarity." Twilight said.

"Oh it will be a bit of work, but it will be a great boost for my business." Rarity said, grabbing fabrics and giving them to Phantom.

"And I'll be helping." he said.

"I forgot to ask, what are you doing here?" Twilight ask.

"Well you know I usually help Sugarcube Corner and Sweet Apple Acres, so I thought why not give someone else some help and came here to see if Rarity wanted any." Phantom explain.

"Makes sense." Twilight said thinking on it.

"Oh thank you Phantom!" Rarity said with a faint blush at his smile.

"Then it's settled! We'll have a fashion show, starring us!" She said.

"Yay!" said the others.

"Wait, so you have to make one, two, three, four, five, including yourself, six dresses lickety split?" Applejack ask.

"Oh Applejack! You make it sound hard." Rarity chuckle.

"Besides I'm helping her." Phantom added before the two got to work.

* * *

**(ahem here we go another song part enjoy)**

**Thread by thread, stitching it together!**

**Twilight's dress cutting out a pattern snip by snip.**

**Making sure the fabric folds nicely,**

**it's the perfect color and so hip!**

**Always got to keep in mind my pacing**

**making sure the clothes correctly facing,**

**I'm stitching Twilight's dress!**

**Yard by yard fussing on the details,**

**jewel neckline don't you know a stitch in time saves nine!**

**Make her something perfect to inspire**

**Even though she hates formal attire**

**got to mind those intimate details,**

**even though she's more concerned with sales,**

**it's Applejack's new dress!**

**Dress makings ****easy!**

**For Pinkie Pie something pink,**

**for Fluttershy something breezy,**

**Blend color and form, do you think it looks cheesy?**

**Something brash perhaps quite fetching,**

**hook and eye, couldn't you just simply die!**

**Making sure it fits forelock and crest,**

**don't forget the magic in the dress!**

**Even though it rides high on the flank**

**Rainbow won't look like a tank,**

**I'm stitching Rainbow's dress!**

**Piece by Piece, Snip by Snip,**

**Croup Dock Haunch, Shoulders Hip,**

**Thread by thread, Prime and Press,**

**Yard by yard, never stress,**

**and that's the art of the dress!**

"That's it keep moving. Don't look. Okay you can look!" Rarity said as Phantom took off the blindfolds.

"These are your new outfits!" She said at the others as their jaws dropped.

"What do you think of your old duds now Applejack?" Phantom ask smirking.

"And Twilight, I designed your one personally." He said.

"And I colored each of them to reflect your personalities. Oh! It took me forever to get the colors right on your one Rainbow Dash, but I did it and it looks fantastic!" Rarity said.

"And I know your going to love yours Fluttershy! It just sings spring!", She said before turning to Pinkie's, "this one is Phantom's as he knows more about you than me. Look it pink! Your favourite, aren't they just amazing?" Rarity nearly squealed.

"I don't like the looks of this." Phantom whisper at uncomfortable silence.

"What's the matter?" He asked, eyebrow raised.

"They're great, but..." began Twilight.

"Mines just not as cool as I was expecting." Rainbow Dash said.

"What?" He asked.

She replied at the others glares.

"It's fine." Rarity said.

"We'll redo them." Phantom sigh.

"Oh no, you don't have to do that. They're fine." Fluttershy whisper.

"It's okay." Rarity said, taking them down.

"Well in that case, thank you again Rarity and Phantom." Twilight said before leaving with the others.

"What have we gotten ourselves into?" wonder Rarity and Phantom as they looked at each other.

**Now the stars on my belt need to be technically accurate,**

**Orion has three stars on his belt not four.**

**Stitch by stitch, stitching it together!**

**Deadline looms, don't you know the clients always right!**

**Even if my fabric choice was perfect,**

**gotta get them all done by tonight!**

**Pinkie Pie the color is too obtrusive,**

**wait until you see it in the light.**

**I'm sewing them together!**

**"Don't you think my gown would be more me with some lollipops?"**

**"Well I think..."**

**"Balloons?"**

**"Well..."**

**"Do it!"**

**Hour by hour, one more change.**

**I'm sewing them together take great pains.**

**Fluttershy you're putting me in a bind,**

**Rainbow Dash what is on your mind,**

**Oh my gosh there's simply not much time,**

**Don't forget Applejack's duds must shine!**

**Dressmaking's easy,**

**Every customer's call,**

**brings a whole new revision,**

**have to pick up the pace still hold to my vision.**

**"That constellation is canis major not minor."**

**"French haute couture, please"**

**"Eeeh..."**

**"What if it rains? Galoshes!"**

**"More balloons! Oh no that's too many balloons."**

**"More candy! Oh less candy."**

**"Oh wait I know streamers!"**

**"Streamers?" **

**"Whose dress is this?"**

**"Streamers it is."**

**"What?"**

**"Aren't you going to tell me to change something too?"**

**"No I just want my dress to be cool."**

**"Do you not like the color?"**

**"The colors fine just make it look, cooler.**

**"Do you not like the shape?"**

**"The shapes fine just make the whole thing you know, cooler."**

**"It needs to be about 20% cooler."**

**All we ever want is indecision,**

**all we really like is what we know,**

**gotta balance style with adherence,**

**making sure we make a good appearance,**

**even if you simply have to fudge it,**

**make sure that it stays within our budget!**

**Got to overcome intimidation,**

**remember it's all in the presentation!**

**Piece by piece, snip by snip,**

**croup dock haunch, shoulders hip,**

**bolt by bolt, prime and press,**

**yard by yard, always stressed**

**and that's the art of the dress!**

* * *

**(back to the story)**

"Phew!" they both said as they collapse.

Looking over at Rarity, Phantom brings over a hairbrush and puts it like it was before.

"There you go Rarity." he said before collapsing next to Opalessence.

"Thanks Phantom." Rarity said.

"Oh Phantom, these are the ugliest dresses I've ever made!" She said looking them over now.

"Don't feel so bad Rarity, the first time I tried to control my abilities with ghosts lead to me getting a few bruises and even now sometimes when I make cupcakes down at Sugarcube Corner, I burn them." Phantom said lying next to her.

"Thanks Phantom." she said, hugging him a faint blush on her cheeks.

"We've made you all new dresses, now tell me what you think, don't hold back." Rarity said.

"Wow, it's exactly what I asked for!" The others said.

"Thank you Rarity and Phantom." Twilight said.

"Are you as happy as we are? Huh? Huh? Huh?" Pinkie ask.

"We are happy that you're happy and glad that we are finally done." Phantom said.

"Now if you'll excuse me, I'll be passing out now." he said before collapsing onto a pillow.

He was just about to fall asleep when the door busted open revealing Spike.

"Hey you guys know of Hoity Toity right?" he asked.

"The big wig fashion designer from Canterlot?" Twilight ask back.

"Yeah! Well guess what, he heard about your fashion show and is coming here." Spike said.

Shooting up, Phantom whisper, "This can't end well.", to Rarity. Rarity nodded and started shaking.

* * *

**That night Phantom's pov,**

Looking out with Rarity, I see a lot of ponies who had come to see Rarity's work. Looking over, I saw D.J. Pon3 on the music and then we saw him, Hoity Toity, as he sat down. Rarity began to get really nervous. Dragging her back behind the curtain, I gave her a paper bag to breath into and started to brush her mane making sure that her trademark curls were perfect. Looking over at the others, I can see they were sure that Hoity Toity would love their outfits. Gulping, I turned back to Rarity and gave her a reassuring smile as they went out one by one. They saw the crowd start booing those clothes.

"Look like a mish mash of everything, but the kitchen sink." Hoity Toity said, making everypony laugh.

"It's a travesty that's what it is. Those outfits are the ugliest things I haver laid eyes on. For shame." he continued.

"Who is responsible for subjecting our eyes to these horrors not to mention wasting my valuable time?" he finished shaking his head at the others.

Phantom lead Rarity back to her boutique after leaving a note for the others.

* * *

**The next day,**

I was chatting with Rarity trying to make her feel better. I even had Undergrowth bring flowers. Nothing was working, so I was chatting with Dora to see if she would like to try and cheer her up when I heard a knock.

"Rarity, are you okay?" Pinkie ask through the door.

"I'm never coming out! I can't show my face in Ponyville again!" She wailed.

Walking out and closing the door behind me, with a cross look on my face.

"You made her look like a fool in front of one of the leading designers in Canterlot!" I said.

"We didn't mean too." Applejack said.

"Well, it's a bit late for that isn't it?" I said upset.

"Now until Rarity feels better, I'll be staying here, so good day to you!" I finish, walking back through the door and shutting it behind me.

"Come on Rarity cheer up, you still have friends here." I said

"Leave me alone, I'm so pathetic!" She yells at me.

"No!" I say giving her a hug.

She hugged me back crying on my shoulder until I heard her fall asleep. Setting her on her bed, I conjured up a couch and waited for Rarity to wake up.

* * *

**3rd person pov,**

"Well now what do we do?" Twilight ask.

"Panic?" Fluttershy suggest.

"That's your answer for everything!" Rainbow Dash said to Fluttershy.

"Well, we can't just leave Rarity like this." Applejack said.

"She'll become a crazy cat lady." Pinkie Pie said.

"She only has one cat." deadpanned Twilight.

"Give her time." Pinkie replied.

Twilight looked through the keyhole seeing that Rarity was asleep and Phantom on a couch with Opalessence, eyes green chatting to someone she assumed was a ghost then she saw it the dress Rarity was working on before they came in with their requests.

"Perfect!", She said, "we'll finish Rarity's dress!"

"One second." She said before using the sleep spell on Phantom.

"What's happening?" Dora ask, seeing Phantom's eyes glass over.

"Someone use a sleep spell...zZz." Phantom said before falling asleep.

Opening the door, Applejack made sure he was sleeping then they took the dress out a started to get to work on it.

* * *

**Phantom's pov,**

I awoke to see Rarity looking in the mirror thinking about exile.

"Damn, Twilight." I said getting up.

Stretching, I made the couch disappear before walking over to Rarity.

"Hello Phantom." She said with a smile.

I was about to say something when I heard Opalessence meowing.

"Opal!" Rarity gasped before opening the window.

"How did you get up there?" She ask, "hold still we'll get you! Come on Phantom.

"On it!" I say following her out the door.

Reaching the tree we looked up to see Rainbow Dash.

"Rainbow Dash! How dare you whisk my poor little Opal up there!" Rarity said.

"It was the only way to get you to see this!" she said pointing to the others.

Moving aside, they showed us the dress Rarity was making before this started.

"We finished your dress for you." Pinkie said.

"Thanks to Fluttershy's freaky knowledge of sewing!" Applejack added.

"Do you like it?" Fluttershy ask

"Like it? Like it?!" Rarity ask.

"Oh no, she doesn't like it." Fluttershy said sadly,

"Right, I don't like it." Rarity said.

I grin knowing what was gonna happen next.

"I _love_ it!" Rarity said

"Yay!" The others cheer.

"You ponies did an amazing job! It's just how I imagined it!" She said.

"We just followed your amazing design." Fluttershy explain.

"Like we should have done for our outfits. Those first dresses were perfect." Twilight said.

"Now you admit it." I said shocking the others.

"You knew?" They ask shocked.

"Yep! It was there, locked deep in your brain. You knew they were perfect, but didn't want them because they didn't have your likes." I said smiling.

"My suit, however, was perfect the way it is and I wouldn't change a thing." I finish, making Rarity blush.

"We're so super sorry." Pinkie said.

"You two worked hard to make our dresses the way we wanted them." Rainbow Dash said.

"And we all saw how well that turned out." She said removing Opalessence from her back.

"We forgive you.", Rarity said, "but my whole career is still ruined."

"Oh! Right. That." Applejack said remembering what happen.

"Maybe not." I said, seeing Hoity Toity standing by the doors.

"Alright!" He said, "I haven't got all day!"

* * *

**3rd person pov,**

"Take two!" he said.

Spike shut the curtains. Phantom walked on stage in his suit surprising Hoity Toity then using his magic brought out the others outfits one by one.

**T****wilight-**"That can't be the same one as before." Hoity Toity said, lowering his sunglasses.

**Applejack-**"Magnificent and I suddenly have a craving for some dutch apple pie candied apples on a stick apple turnover and apple cobbler." He said.

**Pinkie Pie-**"Brilliant." He said before getting startled by lightning.

**Rainbow Dash-**"Oh, spectacular!" He said.

**Fluttershy-**"Now this is a fashion show." He said clapping his hoofs.

"These dresses are remarkable! Who is responsible? Step forward please." he said before getting blinded by the entrance of the final dress.

**Rarity-**"Bravo! Bravo! Magnifico! Encore!" he said clapping his hoofs again.

"Oh thank you so much!" Rarity said as all her friends stood next to each other.

* * *

**Later, Phantom's pov,**

_"Dear Princess Luna,_

_My friend Rarity and I learned a very important lesson, if we try to please everypony we may sometimes end up pleasing nopony especially yourself and my other friends learned that when a friend offers to do something for you, like make a beautiful dress, you shouldn't be overly critical of something generously givin to you in other words you shouldn't look a gift horse in the mouth._

_Your night loving student, Phantom."_

"Rarity, my congratulations on a most impressive fashion debue." Hoity Toity said.

"Would you allow me the great honor of showing your outfits in my best of the best boutique in Canterlot?" He asked.

Rarity could help but ti beam and nod her head really fast.

"Now, I'll need you to make me a dozen of each dress by Tuesday." He said.

"With Phantom's help, I can do it." She said giving him a kiss on the cheek.

"Then I wish the two of you the best of luck." He said before leaving.

"Well, let's get started." I said with a blush on my cheeks.

* * *

**Well, this was a good chapter in my opinion. Thank you for reading. Now, you readers may have notice I have been using some of Phantom's enemies, I will explain there is no Danny Phantom universe, hence no half ghost's, which mean all ghost are his friends, pariah dark is not evil and Dan will never be created, so I clear that up for some of you ETRIGAN THE DEMON OUT.**


End file.
